INVESTMENT SUB-ADVISORY AGREEMENT
By and Among
Thrivent Financial for Lutherans
and
Thrivent Series Fund, Inc.
and
[Subadviser]
INVESTMENT SUBADVISORY AGREEMENT, made as of the 1st day of June, 2004, (the
"Effective Date") by and among Thrivent Financial for Lutherans, a fraternal
benefit society organized and existing under the laws of the State of Wisconsin
("Adviser"), Thrivent Series Fund, Inc., a corporation organized and existing
under the laws of the State of Minnesota ("Fund"), and [Subadviser], a
[____________] organized and existing under the laws of the State of _________
("Sub-adviser").
WHEREAS, Adviser has entered into an Investment Advisory Agreement dated as of
the 10th day of April, 2002 ("Advisory Agreement") with the Fund, which is
engaged in business as an open-end investment company registered under the
Investment Company Act of 1940, as amended ("1940 Act"); and
WHEREAS, the Fund is authorized to issue shares of the Thrivent Partner Small
Cap Growth Portfolio ("Portfolio"), a separate series of the Fund; and
WHEREAS, Sub-adviser is engaged principally in the business of rendering
investment supervisory management services and is registered as an investment
adviser under the Investment Advisers Act of 1940, as amended ("Advisers Act");
and
WHEREAS, the Fund and Adviser desire to retain Sub-adviser as sub-adviser to
furnish certain investment advisory services to Adviser and the Portfolio and
Sub-adviser is willing to furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual promises herein set
forth, the parties hereto agree as follows:
I. Appointment. (A) Adviser hereby appoints Sub-adviser as its investment
sub-adviser with respect to the Portfolio for the period and on the
terms set forth in this Agreement, and (B) Sub-adviser hereby accepts
such appointment and agrees to render the services herein set forth, for
the compensation herein provided.
II Additional Series. In the event that the Fund establishes one or more
series of shares other than the Portfolio with respect to which Adviser
desires to retain Sub-adviser to render investment advisory services
hereunder, Adviser shall so notify Sub-adviser in writing, indicating
the advisory fee to be payable with respect to the additional series of
shares. If Sub-adviser is willing to render such services on the terms
provided for herein, it shall so notify Adviser in writing, whereupon
such series shall become a Portfolio hereunder.
III. Duties of Sub-adviser.
A. Sub-adviser is hereby authorized and directed and hereby agrees
to (i) furnish continuously an investment program for the
Portfolio, and (ii) determine from time to time what investments
shall be purchased, sold or exchanged and what portion of the
assets of the Portfolio shall be held uninvested. Sub-adviser
shall perform these duties subject always to (1) the overall
supervision of Adviser and the Board of Directors of the Fund
(the "Board"), (2) the Fund's Articles and By-laws (as defined
below), as amended from time to time, (3) the stated investment
objectives, policies and restrictions of the Portfolio as set
forth in the Fund's then current Registration Statement (as
defined below), (4) any additional policies or guidelines
established by Adviser or Board that have been furnished in
writing to Sub-adviser, (5) applicable provisions of law,
including, without limitation, all applicable provisions of the
1940 Act and the rules and regulations thereunder, and (6) the
provisions of the Internal Revenue Code of 1986, as amended (the
"Code") applicable to "regulated investment companies" (as
defined in Section 851 of the Code), as amended from time to
time. In accordance with Section VII, Sub-Adviser shall arrange
for the execution of all orders for the purchase and sale of
securities and other investments for the Portfolio's account and
will exercise full discretion and act for the Fund in the same
manner and with the same force and effect as the Fund might or
could do with respect to such purchases, sales, or other
transactions, as well as with respect to all other things
necessary or incidental to the furtherance or conduct of such
purchases, sales, or other transactions.
B. Sub-adviser shall have no responsibility with respect to
maintaining custody of the Portfolio's assets. Sub-adviser shall
affirm security transactions with central depositories and
advise the custodian of the Portfolio ("Custodian") or such
depositories or agents as may be designated by Custodian and
Adviser promptly of each purchase and sale of a portfolio
security, specifying the name of the issuer, the description and
amount or number of shares of the security purchased, the market
price, the commission and gross or net price, the trade date and
settlement date and the identity of the effecting broker or
dealer. Sub-adviser shall from time to time provide Custodian
and Adviser with evidence of authority of its personnel who are
authorized to give instructions to Custodian.
C. Unless Adviser advises Sub-adviser in writing that the right to
vote proxies has been expressly reserved to Adviser or the Fund
or otherwise delegated to another party, Sub-adviser shall
exercise voting rights incident to any securities held in the
Portfolio without consultation with Adviser or Fund, provided
that Sub-adviser will follow any written instructions received
from Adviser or Fund with respect to voting as to particular
issues. Sub-adviser shall further respond to all
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corporate action matters incident to the securities held in the
Portfolio including, without limitation, proofs of claim in
bankruptcy and class action cases and shelf registrations.
D. Upon request of Custodian and/or Fund, Sub-adviser shall provide
assistance in connection with the determination of the fair
value of securities in the Portfolio for which market quotations
are not readily available.
E. In the performance of its duties hereunder, Sub-adviser is and
shall be an independent contractor and except as expressly
provided for herein or otherwise expressly provided or
authorized shall have no authority to act for or represent the
Portfolio or the Fund in any way or otherwise be deemed to be an
agent of the Portfolio, the Fund or Adviser.
F. The Sub-adviser shall have no responsibility under this
Agreement with respect to the management of assets of the Fund
other than the portion of the Fund's assets with respect to
which the Sub-Adviser provides investment advice.
G. The Sub-adviser is prohibited from consulting with any other
sub-adviser of the Fund, if any, or the subadviser to any other
investment company (or separate series of an investment company)
managed by the Adviser concerning the Fund's transactions in
securities or other assets, except for the purpose of complying
with the conditions of Rule 12d3-1 (a) and (b) under the 1940
Act.
IV. Compensation. For the services provided pursuant to this Agreement,
Sub-adviser shall receive an investment management fee as set forth in
Schedule 1, attached hereto and incorporated herein by reference. The
management fee shall be payable monthly in arrears to Sub-adviser on or
before the 10th day of the next succeeding calendar month. If this
Agreement becomes effective or terminates before the end of any month,
the investment management fee for the period from the effective date to
the end of such month or from the beginning of such month to the date of
termination, as the case may be, shall be prorated according to the
proration which such period bears to the full month in which such
effectiveness or termination occurs.
V. Expenses. During the term of this Agreement, Sub-adviser will bear all
expenses incurred by it in the performance of its duties hereunder,
other than those expenses specifically assumed by the Fund hereunder.
The Fund shall assume and shall pay all brokers' and underwriting
commissions chargeable to the Fund in connection with the securities
transactions to which the Portfolio is a party.
VI. Duties of Adviser. Adviser has furnished Sub-adviser with copies of each
of the following documents and will furnish to Sub-adviser at its
principal office all future amendments and supplements to such
documents, if any, as soon as practicable after such documents become
available:
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(1) The Articles of Incorporation of the Fund, as filed with
the State of Minnesota, as in effect on the date hereof
and as amended from time to time ("Articles");
(2) The by-laws of the Fund as in effect on the date hereof
and as amended from time to time ("By-Laws");
(3) Certified resolutions of the Board authorizing the
appointment of Adviser and Sub-adviser and approving the
form of the Advisory Agreement and this Agreement;
(4) The Fund's Registration Statement under the 1940 Act and
the Securities Act of 1933, as amended (the "1933 Act")
on Form N-1A, as filed with the Securities and Exchange
Commission ("SEC") relating to the Portfolio and its
shares and all amendments thereto ("Registration
Statement");
(5) The Notification of Registration of the Fund under the
1940 Act on Form N-8A as filed with the SEC and any
amendments thereto;
(6) The Portfolio's most recent prospectus (the
"Prospectus"); and
(7) Copies of reports made by the Fund to its shareholders.
Adviser shall furnish Sub-adviser with any further documents,
materials or information that Sub-adviser may reasonably request
to enable it to perform its duties pursuant to this Agreement.
VII. Portfolio Transactions.
A. Sub-adviser agrees that, in executing portfolio transactions and
selecting brokers or dealers, if any, it shall use its best
efforts to seek on behalf of the Portfolio the best overall
terms available. In assessing the best overall terms available
for any transaction, Sub-adviser shall consider all factors it
deems relevant, including the breadth of the market in and the
price of the security, the financial condition and execution
capability of the broker or dealer, and the reasonableness of
the commission, if any, with respect to the specific transaction
and on a continuing basis. In evaluating the best overall terms
available, and in selecting the broker or dealer, if any, to
execute a particular transaction, Sub-adviser may also consider
the brokerage and research services (as those terms are defined
in Section 28(e) of the Securities Exchange Act of 1934, as
amended ("1934 Act")) provided to Sub-adviser with respect to
the Portfolio and/or other accounts over which Sub-adviser
exercises investment discretion. Sub-adviser may, in its
discretion, agree to pay a broker or dealer that furnishes such
brokerage or research services a higher commission than that
which might have been charged by another broker-dealer for
effecting the same transactions, if Sub-adviser determines in
good faith that such commission is reasonable in relation to the
brokerage and research services
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provided by the broker or dealer, viewed in terms of either that
particular transaction or the overall responsibilities of
Sub-adviser with respect to the accounts as to which it
exercises investment discretion (as such term is defined under
Section 3(a)(35) of the 1934 Act). Sub-adviser shall, upon
request from Adviser, provide such periodic and special reports
describing any such brokerage and research services received and
the incremental commissions, net price or other consideration to
which they relate.
B. In no instance will portfolio securities be purchased from or
sold to Sub-adviser, or any affiliated person thereof, except in
accordance with the federal securities laws and the rules and
regulations thereunder.
C. Sub-adviser may buy securities for the Portfolio at the same
time it is selling such securities for another client account
and may sell securities for the Portfolio at the time it is
buying such securities for another client account. In such
cases, subject to applicable legal and regulatory requirements,
and in compliance with such procedures of the Fund as may be in
effect from time to time, Sub-adviser may effectuate cross
transactions between the Portfolio and such other account if it
deems this to be advantageous.
D. On occasions when Sub-adviser deems the purchase or sale of a
security to be in the best interest of the Fund as well as other
clients of Sub-adviser, Sub-adviser, to the extent permitted by
applicable laws and regulations, may, but shall be under no
obligation to, aggregate the securities to be purchased or sold
to attempt to obtain a more favorable price or lower brokerage
commissions and efficient execution. In such event, allocation
of the securities so purchased or sold, as well as the expenses
incurred in the transaction, will be made by Sub-adviser in the
manner Sub-adviser considers to be equitable and consistent with
its fiduciary obligations to the Fund and to its other clients.
VIII. Ownership of Records. Sub-adviser shall maintain all books and records
required to be maintained by Sub-adviser pursuant to the 1940 Act and
the rules and regulations promulgated thereunder with respect to
transactions on behalf of the Portfolio. In compliance with the
requirements of Rule 31a-3 under the 1940 Act, Sub-adviser hereby agrees
(A) that all records that it maintains for the Portfolio are the
property of the Fund, (B) to preserve for the periods prescribed by Rule
31a-2 under the 1940 Act any records that it maintains for the Fund and
that are required to be maintained by Rule 31a-1 under the 1940 Act, and
(C) to surrender promptly to the Fund any records that it maintains for
the Fund upon request by the Fund; provided, however, Sub-adviser may
retain copies of such documents.
IX. Reports and Meetings.
A. Sub-adviser shall furnish to the Board or Adviser, or both, as
appropriate, such information, reports, evaluations, analyses
and opinions as are required by law or
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that the Board or Adviser, as appropriate, may reasonably
require, including, without limitation: compliance reporting and
certification with respect to:
1. Affiliated Brokerage Transactions
2. Affiliated Underwritings
3. Cross Transactions
4. Prospectus Compliance
5. Code of Ethics 6. Soft Dollar Usage
7. Price Overrides/Fair Valuation Determinations
B. Sub-adviser shall make available in person to the Board and to
Adviser personnel of Sub-adviser as the Board or Adviser may
reasonably request to review the investments and the investment
program of the Portfolio and the services provided by
Sub-adviser hereunder.
X. Services to Other Clients. Nothing contained in this Agreement shall
limit or restrict (i) the freedom of Sub-adviser, or any affiliated
person thereof, to render investment management and corporate
administrative services to other investment companies, to act as
investment manager or investment counselor to other persons, firms, or
corporations, or to engage in any other business activities, or (ii) the
right of any director, officer, or employee of Sub-adviser, who may also
be a director, officer, or employee of the Fund, to engage in any other
business or to devote his or her time and attention in part to the
management or other aspects of any other business, whether of a similar
nature or a dissimilar nature. Fund and Adviser understand that
Sub-adviser, its affiliates and its agents perform investment advisory
and management services for various clients. Fund and Adviser agree that
Sub-adviser may give advice and take action in the performance of its
duties with respect to any of its other clients which may differ from
advice given or the timing or nature of action taken with respect to the
Portfolio. Nothing in this Agreement shall be deemed to require
Sub-adviser, its principals, affiliates, agents or employees to purchase
or sell for the Portfolio any security which it or they may purchase or
sell for its or their own account or for the account of any other
client.
XI. Sub-adviser's Use of the Services of Others. Sub-adviser may, at its
cost, employ, retain, or otherwise avail itself of the services or
facilities of other persons or organizations for the purpose of
providing Sub-adviser or the Fund or Portfolio, as appropriate, with
such statistical and other factual information, such advice regarding
economic factors and trends, such advice as to occasional transactions
in specific securities, or such other information, advice, or assistance
as Sub-adviser may deem necessary, appropriate, or convenient for the
discharge of its obligations hereunder or otherwise helpful to the Fund
or the Portfolio, as appropriate, or in the discharge of Sub-adviser's
overall responsibilities with respect to the other accounts that it
serves as investment manager or counselor.
XII. Liability of Sub-adviser; Indemnification. Neither Sub-adviser nor any
of its officers, directors, or employees, nor any person performing
executive, administrative, trading, or
6
other functions for the Fund, the Portfolio (at the direction or request
of Sub-adviser) or Sub-adviser in connection with Sub-adviser's
discharge of its obligations undertaken or reasonably assumed with
respect to this Agreement (collectively, "Related Persons"), shall be
liable for (i) any error of judgment or mistake of law or for any loss
suffered by the Fund or Portfolio or (ii) any error of fact or mistake
of law contained in any report or data provided by Sub-adviser, except
for any error, mistake or loss resulting from willful misfeasance, bad
faith, or negligence in the performance by Sub-adviser or such Related
Person of Sub-adviser's duties on behalf of the Fund or Portfolio or
from reckless disregard by Sub-adviser or any such Related Person of the
duties of Sub-adviser pursuant to this Agreement (each of which is
referred to as a "Culpable Act").
Notwithstanding the foregoing, any stated limitations on liability shall
not relieve Sub-adviser from any responsibility or liability Sub-adviser
may have under state or federal statutes or from responsibility or
liability for errors by Sub-Adviser in connection with the execution of
trade orders.
Sub-adviser shall indemnify Adviser and its Related Persons and hold
them harmless from and against any and all actions, suits or claims
whether groundless or meritorious and from and against any and all
losses, damages, costs, charges, reasonable counsel fees, payments,
expenses and liabilities (collectively, "Damages") arising directly or
indirectly out of or in connection with the performance of services by
Sub-adviser or its Related Persons hereunder to the extent such Damages
result from willful misfeasance, bad faith, negligence or the reckless
disregard of Sub-adviser's obligations and duties under this Agreement.
Adviser shall indemnify Sub-adviser and its Related Persons from and
against any Damages arising directly or indirectly out of or in
connection with the performance of services by Adviser or its Related
Persons under this Agreement or the Advisory Agreement, in each case, to
the extent such Damages result from any Culpable Act of Adviser or any
of its Related Persons.
XIII. Representations of Sub-adviser. Sub-adviser represents, warrants, and
agrees as follows:
A. Sub-adviser (i) is registered as an investment adviser under
Advisers Act and will continue to be so registered for so long
as this Agreement remains in effect; (ii) is not prohibited by
the 1940 Act or the Advisers Act from performing the services
contemplated by this Agreement; (iii) has met, and will continue
to meet for so long as this Agreement remains in effect, any
other applicable federal or state requirements, or the
applicable requirements of any regulatory or industry
self-regulatory agency, necessary to be met in order to perform
the services contemplated by this Agreement; (iv) has the
authority to enter into and perform the services contemplated by
this Agreement; and (v) will immediately notify Adviser of the
occurrence of any event that would disqualify Sub-adviser from
serving as an investment adviser of an investment company
pursuant to Section 9(a) of the 1940 Act or otherwise.
7
B. Sub-adviser has adopted a written code of ethics (the
"Sub-adviser Code") complying with the requirements of Rule
17j-1 under the 1940 Act, as may be amended from time to time,
and, has provided the Adviser and the Fund with a copy of the
Sub-adviser Code, together with evidence of its adoption. The
Sub-adviser certifies that it has adopted procedures reasonably
necessary to prevent access persons" as defined in Rule 17j-1
("Access Persons") from violating the Sub-adviser Code. On a
quarterly basis, Sub-adviser will either: (i) certify to Adviser
that Sub-adviser and its Access Persons have complied with the
Sub-adviser Code with respect to the Portfolio, or (ii) identify
any material violations of the Sub-adviser Code which have
occurred with respect to the Portfolio. In addition, Sub-adviser
will furnish at least annually to Adviser and the Board a
written report that (a) describes any issues arising under the
Sub-adviser Code since the last report to the Board, including,
but not limited to, information about material violations of the
Sub-adviser Code with respect to the Portfolio and sanctions
imposed in response to the material violations and (b) certifies
that the Sub-adviser has adopted procedures reasonably necessary
to prevent Access Persons from violating the Sub-adviser Code.
C. Sub-adviser has provided Adviser and the Fund with a copy of its
Form ADV as most recently filed with the SEC and, if not so
filed, its most recent Part 2 of Form ADV, and will, promptly
after filing any amendment to its Form ADV with the SEC, and, if
not so filed, any amendment to Part 2 of its Form ADV, furnish a
copy of such amendment to Adviser.
XIV. Compliance with Applicable Regulations. In performing its duties
hereunder, Sub-adviser shall establish compliance procedures (copies of
which shall be provided to Adviser, and shall be subject to review and
approval by Adviser) reasonably calculated to ensure compliance at all
times with all applicable provisions of the 1940 Act and the Advisers
Act, and any rules and regulations adopted thereunder; Subchapter M of
the Code; the provisions of the Registration Statement; the provisions
of the Articles and the By-Laws of the Fund, as the same may be amended
from time to time; and any other applicable provisions of state, federal
or foreign law.
XV. Term of Agreement. This Agreement shall become effective with respect to
the Thrivent Partner Small Cap Growth Portfolio on the Effective Date
and, with respect to any additional Portfolio, on the date of receipt by
the Adviser of notice from the Sub-adviser in accordance with Section II
hereof that the Subscriber is willing to serve as Sub-adviser with
respect to such Portfolio. Unless sooner terminated as provided herein,
this Agreement shall continue in effect for two years from the Effective
Date with respect to the Thrivent Partner Small Cap Growth Portfolio
and, with respect to each additional Portfolio, for two years from the
date on which this Agreement becomes effective with respect to such
Portfolio. Thereafter, this Agreement shall continue in effect from year
to year, with respect to the applicable Portfolio, subject to the
termination provisions and all other terms and conditions hereof, so
long as (a) such continuation shall be specifically approved at least
annually (i) by either the Board, or by vote of a majority of the
8
outstanding voting securities of the Portfolio; (ii) in either event, by
the vote, cast in person at a meeting called for the purpose of voting
on such approval, of a majority of the Directors of the Fund who are not
interested persons of any party to this Agreement, cast in person at a
meeting called for the purpose of voting on such approval; and (b)
Sub-adviser shall not have notified the Fund, in writing, at least 60
days prior to such approval that it does not desire such continuation.
Sub-adviser shall furnish to the Fund, promptly upon its request, such
information as may reasonably be necessary to evaluate the terms of this
Agreement or any extension, renewal, or amendment hereof.
XVI. Termination of Agreement. Notwithstanding the foregoing, this Agreement
may be terminated at any time, without the payment of any penalty, by
vote of the Board or by a vote of a majority of the outstanding voting
securities of the Portfolio on at least 60 days' prior written notice to
Sub-adviser. This Agreement may also be terminated by Adviser: (i) on at
least 60 days' prior written notice to Sub-adviser, without the payment
of any penalty; (ii) upon material breach by Sub-adviser of any of the
representations and warranties set forth in Paragraph XIII of this
Agreement, if such breach shall not have been cured within a 20-day
period after notice of such breach; or (iii) if Sub-adviser becomes
unable to discharge its duties and obligations under this Agreement.
Sub-adviser may terminate this Agreement at any time, without the
payment of any penalty, on at least 60 days' prior notice to Adviser.
This Agreement shall terminate automatically in the event of its
"assignment, as such term is defined in the 1940 Act, or upon
termination of the Advisory Agreement. Any approval, amendment, or
termination of this Agreement by the holders of a majority of the
outstanding voting securities (as defined in the 0000 Xxx) of any
Portfolio shall be effective to continue, amend or terminate this
Agreement with respect to any such Portfolio notwithstanding (i) that
such action has not been approved by the holders of a majority of the
outstanding voting securities of any other Portfolio affected thereby,
and/or (ii) that such action has not been approved by the vote of a
majority of the outstanding voting securities of the Fund, unless such
action shall be required by any applicable law or otherwise.
XVII. Amendments, Waivers, etc. Provisions of this Agreement may be changed,
waived, discharged or terminated only by an instrument in writing signed
by the party against which enforcement of the change, waiver, discharge
or termination is sought. This Agreement (including any exhibits hereto)
may be amended at any time by written mutual consent of the parties,
subject to the requirements of the 1940 Act and rules and regulations
promulgated and orders granted thereunder.
XVIII. Notification. Sub-adviser will notify Adviser promptly of any change in
the personnel of Sub-adviser with responsibility for making investment
decisions in relation to the Portfolio or who have been authorized to
give instructions to Custodian.
XIX. Miscellaneous.
A. Governing Law. This Agreement shall be construed in accordance
with the laws of the State of Minnesota without giving effect to
the conflicts of laws principles thereof and the 1940 Act. To
the extent that the applicable laws of the State of
9
Minnesota conflict with the applicable provisions of the 1940
Act, the latter shall control.
B. Insurance. Sub-adviser agrees to maintain errors and omissions
or professional liability insurance coverage in an amount that
is reasonable in light of the nature and scope of Sub-adviser's
business activities.
C. Captions. The captions contained 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.
D. Entire Agreement. This Agreement represents the entire agreement
and understanding of the parties hereto and shall supersede any
prior agreements between the parties relating to the subject
matter hereof, and all such prior agreements shall be deemed
terminated upon the effectiveness of this Agreement.
E. Interpretation. Nothing herein contained shall be deemed to
require the Fund to take any action contrary to its Articles 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 Portfolio.
F. Definitions. Any question of interpretation of any term or
provision of this Agreement having a counterpart in or otherwise
derived from a term or provision of the 1940 Act shall be
resolved by reference to such term or provision of the 1940 Act
and to interpretations thereof, if any, by the United States
courts or, in the absence of any controlling decision of any
such court, by rules, regulations, or orders of the SEC validly
issued pursuant to the 1940 Act. As used in this Agreement, the
terms "majority of the outstanding voting securities,"
"affiliated person," "interested person," "assignment," broker,"
"investment adviser," "net assets," "sale," "sell," and
"security" shall have the same meaning as such terms have in the
1940 Act, subject to such exemption as may be granted by the SEC
by any rule, regulation, or order. Where the effect of a
requirement of the federal securities laws reflected in any
provision of this Agreement is made less restrictive by a rule,
regulation, or order of the SEC, whether of special or general
application, such provision shall be deemed to incorporate the
effect of such rule, regulation, or order.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their duly authorized signatories as of the date and year first
above written.
THRIVENT FINANCIAL FOR LUTHERANS
Attest: By:
----------------------------- ----------------------------------
Name: Name:
----------------------------- --------------------------------
Title:
-------------------------------
THRIVENT SERIES FUND, INC.
Attest: By:
----------------------------- ----------------------------------
Name: Name:
----------------------------- --------------------------------
Title:
-------------------------------
[SUBADVISER]
Attest: By:
----------------------------- --------------------------------
Name: Name:
----------------------------- ------------------------------
Title:
-----------------------------
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Schedule I
Dated June 1, 2004
Sub-advisory Fees
Thrivent Partner Small Cap Growth Portfolio
Annual Rate of ____% of Average Daily Net Assets
12
