May 1, 2003
Thrivent Funds
000 Xxxxxx Xxxxxx Xxxxx
Xxxxxxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxxxx, Treasurer
RE: Loan Agreement
Ladies and Gentlemen:
State Street Bank and Trust Company (the "Bank") is pleased to make available a $75,000,000 committed unsecured
revolving line of credit (the "Committed Line") to the investment companies listed in Appendix I attached hereto (each, a
"Borrower"), each acting on behalf of itself and any fund series thereof (each such series, a "Fund") on the following terms and
conditions:
I. Committed Line
1. Term. The Committed Line shall commence on the date hereof and expire April 30, 2004 (the "Expiration
Date"), unless extended in the discretion of the Bank or terminated by a Borrower on behalf of a Fund as provided herein. A
Borrower on behalf of a Fund may terminate the Committed Line upon five days prior written notice and payment of all outstanding
principal, interest, fees, costs and expenses on the effective date of termination.
2. Notice and Manner of Borrowings. Subject to the terms and conditions hereof, the Bank will make revolving
loans to a Borrower on behalf of a Fund under the Committed Line (each such loan, a "Loan") not to exceed in the aggregate
outstanding hereunder at any time the least of (a) $75,000,000 (the "Committed Line Amount"); or (b) the maximum amount which the
Borrower or Fund is permitted to borrow (i) pursuant to the Prospectus, the Investment Company Act or any registration made
thereunder, any vote of the shareholders of the Borrower or Fund, any agreement of the Borrower or Fund with any foreign, federal,
state or local securities division to which the Borrower or Fund is subject, any other applicable agreement or document to which
the Borrower or Fund is a party or any law, rule or regulation applicable to the Borrower or Fund, or (ii) 15% of the value of the
total assets of the Fund for which a Loan is extended (after giving effect to the requested Loan) based upon the current market
value of such Fund's assets determined with reference to daily prices provided by independent pricing sources at the time the
Loan is to be made (the least of (a) or (b), the "Maximum Facility Amount"). Each request for a Loan hereunder, shall be made
in writing by the Borrower on behalf of a Fund by delivering a completed loan request in the form of Exhibit B attached
hereto and such other information or documentation as the Bank may reasonably request. Each such Loan request shall be made by
the Borrower on behalf of the Fund and received by the Bank not later than 4:00 p.m. Boston time on the Business Day on which
such Loan is to be made. Each Loan request hereunder shall be deemed to be a confirmation by the Borrower on behalf of the Fund
that no Default has occurred and is continuing hereunder with respect to the Fund, that the representations and warranties of
the Borrower on behalf of the Fund described below remain true and correct and that no borrowing limitations applicable to the
Fund will be exceeded after giving effect to the requested Loan, each of which shall be a precondition to the making of any Loan
hereunder.
3. Evidence of Indebtedness. All Loans will be evidenced by a promissory note in the form attached hereto as
Exhibit A (the "Note"). Each Borrower on behalf of a Fund hereby authorizes the Bank to record each Loan and the corresponding
information on the schedule forming part of the Note, and, absent manifest error, this record shall govern and control. The failure
by the Bank to record, or any error in so recording, any such amount on the Bank's books and records, such schedule, or any other
record maintained by the Bank, shall not limit or otherwise affect the obligation of the Borrower on behalf of a Fund to make
payments of principal of and interest on each Loan as provided herein and in the Note.
4. Interest Rate. Principal on each outstanding Loan shall bear interest at a variable rate per annum equal to
the Bank's overnight federal funds rate as determined by the Bank (established daily at 9:30 A.M. Boston time) plus .50% per annum
which rate shall change when such federal funds rate changes. Interest on each Loan shall be calculated on the basis of a 360-day
year for the actual number of days elapsed. Following the occurrence and during the continuance of a Default hereunder, unpaid
principal on any Loan, and to the extent permitted by applicable law, unpaid interest on any Loan, shall thereafter bear interest
and such default interest shall be payable on demand, until paid in full (after as well as before judgment) at a rate per annum
equal to two percent (2%) above the rate otherwise applicable to such Loan hereunder.
5. Payments and Prepayment/Recourse. Each Loan, together with accrued and unpaid interest thereon, shall be due
and payable upon the earliest of (a) 60 days following the date on which such Loan is made, (b) the date on which such Loan becomes
due pursuant to Section II, Paragraph 4 below following the occurrence of a Default; or (c) the Expiration Date; provided, however,
that a Borrower on behalf of a Fund shall not have a Loan outstanding for a period in excess of sixty (60) consecutive calendar
days. Interest on all Loans shall be payable monthly in arrears on the fifteenth day of each month, provided however, that if such
day is not a Business Day, interest shall be payable on the preceding Business Day, with all accrued and unpaid interest due and
payable on the same day when principal is due and payable. Each Borrower and Fund covenants and agrees to repay the outstanding
aggregate principal amount of the Loans that at any time exceeds the Maximum Facility Amount, upon the earlier to occur of the
Borrower or Fund first becoming aware of any such excess or demand by the Bank (except that no Borrower shall be required to make
any such repayment if such repayment is required solely because the Maximum Amount applicable to any other Borrower or any Fund of
such Borrower has been exceeded). Loans may be prepaid without penalty and any amounts prepaid may be reborrowed subject to the
terms hereof. All payments of principal and interest with respect to any Loan shall be made no later than 2:00 P.M. Boston time on
the date due without set off or deduction in immediately available United States dollars at the Bank's office at 000 Xxxxxxxx
Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx or as otherwise directed in writing by the Bank.
The Bank and each Borrower acknowledge and agree that all persons dealing with such Borrower shall look solely to the
trust or corporate (as appropriate) property of such Borrower for the enforcement of any claim against such Borrower. None of the
directors, trustees, officers, employees, agents or shareholders of the Borrower on behalf of a Fund assumes any personal liability
for the obligations entered into on behalf of the Borrower or Fund with respect to the Committed Line. In addition, the principal
amount of the Loans and accrued interest thereon, any fees or additional amounts payable in connection with or relating to such
Loans pursuant to this Agreement, and all other obligations of a Borrower, shall be paid or repaid solely from the assets of the
Fund constituting a series of such Borrower, for which a Loan is made and the Bank shall have no right of recourse or offset against
the assets of any other series of either Borrower or any other Borrower or Fund.
6. Commitment Fee. Each Borrower on behalf of a Fund agrees to pay to the Bank a commitment fee equal to .08% per
annum on the daily unused portion of the Committed Line Amount which shall be payable quarterly in arrears on or before the 15th day
following the end of each March, June, September and December of each year and on the Expiration Date or, if earlier, on the date
when the commitment hereunder is terminated, provided that the Borrowers may consult among themselves and determine, in their sole
discretion, how such commitment fee shall be allocated among the Borrowers, provided further that contemporaneous with the payment
of such fee to the Bank, the Borrowers shall provide the details of such allocation to the Bank in writing. The commitment fee
described herein shall be calculated on the basis of a 360-day year for the actual number of days elapsed.
7. Use of Loan Proceeds. Proceeds of Loans may be used only (a) to temporarily finance the purchase or sale of
securities for prompt delivery if the Loan is to be repaid promptly in the ordinary course of business upon completion of such
purchase or sale transaction; or (b) to finance the redemption of the shares of an investor of the Borrower or Fund. Each Loan
shall be made in compliance with, and subject to, Federal Reserve Regulation U and no portion of any proceeds of any Loan shall be
used directly or indirectly in violation of any provision of any statute, regulation, order or restriction applicable to the Bank,
the Borrower or Fund.
8. Addition of Borrowers/Funds. With the prior consent of the Bank and in any event no more than once per quarter,
a Borrower or Fund may request the addition of (a) an open-end management investment company or (b) any fund series of a Borrower to
the terms of this Agreement, so long as each such additional open-end management investment company or fund series is not advised by
an affiliate of the Bank.
9. Security. All obligations of the Borrowers and Funds in connection with the Committed Line shall remain
unsecured, however, the Bank shall remain as Custodian of the assets of each Borrower and Fund.
II. General Loan Terms
1. Covenants. Until all obligations of a Borrower or Fund with respect to the Committed Line have been paid in
full and the Committed Line has been terminated, unless otherwise consented to in writing by the Bank, each Borrower, severally and
not jointly, covenants and agrees as follows both as to itself and as to each of its Funds:
a) not to issue any preferred stock or create, incur, assume, suffer to exist, or guarantee any
indebtedness other than, to the extent permitted by the Prospectus (i) reverse repurchase agreements entered into by the Borrower or
Fund aggregating not in excess of 5% of the Borrower or Fund's total assets, (ii) indebtedness to the Bank, and indebtedness to the
Custodian of the Borrower or Fund incurred in connection with such custody relationship (other than indebtedness for borrowed
money), (iii) indebtedness and guarantees existing as of the date of this Agreement and disclosed on Exhibit C, (iv) preferred stock
or other indebtedness and guarantees with the prior consent of the Bank; and (v) other indebtedness incurred in the ordinary course
of the Borrower or Fund's business as described in the then current Prospectus and Statement of Additional Information, in
connection with portfolio investments and investment techniques permissible under the Investment Company Act (and not for the
primary purpose of borrowing money), but only to the extent such indebtedness is reflected in the calculation of the Fund's total
assets;
b) not to create, incur, assume or suffer to exist any mortgage, pledge, security interest, lien or
other charge or encumbrance upon any of its assets or properties, or enter into any agreement preventing it from encumbering any
such assets or properties other than, to the extent permitted by the Prospectus (i) those in favor of the Bank or its affiliates or
subsidiaries, (ii) those shown on Exhibit D, (iii) those in favor of the Custodian of the Borrower or Fund, (iv) those for which the
Bank has given its prior written approval, (v) those in the ordinary course of the Borrower or Fund's business arising out of or in
connection with portfolio investments and investment techniques allowed by Section II, paragraph 1(a)(v) above; and (vi) liens for
taxes, fees, assessments and other governmental charges not yet due and payable;
c) to (i) duly observe and comply in all material respects with all applicable laws, including,
without limitation, the Investment Company Act and any asset coverage and borrowing restrictions and restrictions on indebtedness
and extensions of credit contained therein and applicable to the Borrower or Fund and applicable securities laws and regulations,
and pay all taxes and governmental charges prior to the time they become delinquent, (ii) maintain in full force and effect all
licenses and permits necessary in any material respect for the proper conduct of its business, (iii) maintain its status as an
open-end management investment company registered under the Investment Company Act and its status as a regulated investment company
under Subchapter M of the Internal Revenue Code, (iv) operate in compliance with its organizational documents, the Prospectus and
any other applicable investment policies and restrictions and agreements relating thereto, (v) not permit there to occur a change in
the investment adviser or custodian of the Borrower or Fund's assets from the Investment Adviser and Custodian or permit any change
in the investment objectives or in the investment restrictions of the Borrower or Fund as described in the Prospectus without the
prior written consent of the Bank in each instance not to be unreasonably withheld, (vi) comply with all terms and provisions of all
documents evidencing or securing any indebtedness to the Bank, (vii) comply with all terms and provisions of all documents
evidencing or securing any indebtedness to any party other than the Bank involving an aggregate amount in excess of $500,000 ("Other
Indebtedness"), (viii) immediately notify the Bank of any default or event of default with respect to Other Indebtedness and of any
default under or termination of any agreement with the Custodian or with the Investment Adviser and to provide to the Bank a copy of
any notice received by the Borrower or Fund relating thereto and any notice or claim of any such default or termination, and (ix)
immediately notify the Bank of any Default hereunder and of any litigation or governmental proceeding inspection or investigation
commenced or threatened in writing against the Borrower or Fund;
d) to permit the Bank or its representatives and agents to visit and inspect the properties of the
Borrower or Fund and make copies or abstracts from the Borrower or Fund's books and records at all such reasonable times and as
often as may be reasonably desired;
e) to pay all reasonable fees, costs and expenses incurred or paid by the Bank, including the Bank's
attorney's fees and expenses, in connection with the administration, enforcement, amendment or termination of the Loan Documents;
f) to submit to the Bank: (i) within 65 days after the end of each semi-annual period in each fiscal
year, the Borrower or Fund's semi-annual or annual, as the case may be, financial statements including a statement of assets,
liabilities and investments as of the end of each such period in a form received by the shareholders and, in the case of annual
statements, audited by a certified public accountant, (ii) all proxy materials, reports to shareholders and other information
delivered to shareholders of the Borrower or Fund or to the United States Securities and Exchange Commission including, in any
event, copies of any material change to the Prospectus or registration statement, and (iii) such other financial statements and
information as to the Borrower or Fund or Investment Adviser as the Bank may reasonably request from time to time. All financial
statements required hereunder shall be prepared in accordance with generally accepted accounting principles consistently applied;
and
g) execute and deliver such additional instruments to the reasonable satisfaction of the Bank's
counsel and take such further action as the Bank may reasonably request solely to effect the purpose of the Loan Documents and the
Loans.
2. Representations and Warranties. Each Borrower severally represents and warrants to the Bank both as to
itself and as to each of its Funds (but not as to the other Borrower or any of its Funds) that:
a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of
its incorporation or organization, and it is registered as an open-end management investment company under the Investment Company
Act, and each of its Funds is qualified as a regulated investment company within the meaning of the United States Internal Revenue
Code of 1986, has all requisite power and authority to own its property and conduct its business as is now conducted, is duly
authorized to do business in each jurisdiction where the nature of its properties or business requires such qualification and
where failure to be so qualified would reasonably be expected to have a Material Adverse Effect, and is in compliance with
its organizational documents and applicable law, including, without limitation, the Investment Company Act and Federal
Reserve Regulation U and X. The Borrower or Fund has filed all income tax returns and paid all taxes due pursuant to such returns
and the charges, accruals and reserves on the books and records of the Borrower or Fund with respect to such taxes and charges are,
in the opinion the Borrower or Fund, adequate;
b) the execution, delivery and performance of each of the Loan Documents and the making of any Loan
by the Bank to the Borrower or Fund hereunder (i) are, and will be, within the Borrower or Fund's power and authority, (ii) have
been authorized by all necessary trust or corporate proceedings, as the case may be, (iii) do not, and will not, require the consent
of any shareholders of the Borrower or Fund or approvals of any governmental authority other than those which have been received,
(iv) will not contravene any provision of, or exceed any limitation contained in, the articles of incorporation, declaration of
trust, or by-laws or other organizational documents of the Borrower or Fund or the Prospectus or any law, rule or regulation
applicable to the Borrower or Fund; including, without limitation, the Investment Company Act; and the same will be in compliance
with Federal Reserve Regulations T, U and X, upon the execution of a Federal Reserve Form U-1, and the Investment Company Act,
(v) does not constitute a default under any other material agreement, order or undertaking binding on the Borrower or Fund,
and (vi) does not require the consent or approval of any obligee or holder of any instrument relating to the Other Indebtedness or
any other party other than for those consents and approvals which have been received;
c) each of the Loan Documents constitutes the legal, valid, binding and enforceable obligation of the
Borrower or Fund, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting
the enforcement of creditors' rights generally and by general equitable principles;
d) all financial statements previously furnished to the Bank by the Borrower or Fund were prepared in
all material respects in accordance with generally accepted accounting principles and present fairly and completely the financial
position of the Borrower or Fund. Since the date of such statements, there has been no material adverse change in the assets,
liabilities, financial condition or business of the Borrower or Fund other than in the ordinary course of business. The Borrower or
Fund has disclosed to the Bank in writing any and all facts which, to the best of the Borrower or Fund's knowledge after due
inquiry, materially and adversely affect or may materially and adversely affect the business, operations or financial condition of
the Borrower or Fund or the ability of the Borrower or Fund to perform its obligations under the Loan Documents;
e) the Borrower or Fund has good and marketable title to all its material properties, assets and
rights of every name and nature purportedly owned by it, except for encumbrances shown on Exhibit D or permitted under Section II,
paragraph 1(b);
f) there is no litigation, arbitration, proceeding or investigation pending, or to the best of the
Borrower or Fund's knowledge overtly threatened, against the Borrower or Fund or the Investment Adviser except those previously
disclosed by the Borrower or Fund to the Bank in writing and those described on Exhibit E attached hereto;
g) the shares of the Borrower or Fund have been registered under the Securities Act of 1933 and are
eligible for sale under applicable state and federal securities laws and regulations;
h) with regard to the Employee Retirement Income Security Act of 1974, and the rules and regulations
thereunder, collectively, as amended and in effect from time to time ("ERISA"), the Borrower or Fund is not treated as a single
employer with any other person under ERISA, and has no liability with respect to any benefit arrangement, plan or multi-employer
plan subject to ERISA;
i) to the best of the Borrower's knowledge, the Borrower and each Fund is not an "Affiliated Person",
as defined in the Investment Company Act, with the Bank;
j) the Investment Adviser serves as investment adviser to the Borrower or Fund and the Custodian
serves as custodian for assets of the Borrower or Fund; and
k) the Borrower and each Fund has complied with, and is in compliance in all material respects with,
the investment policies and restrictions set forth in the Prospectus.
The making of each Loan hereunder to the Borrower or Fund shall be deemed to be a reaffirmation by the Borrower or Fund
as to the representations and warranties contained in this paragraph and confirmation that no Default has occurred hereunder or will
occur after giving effect to the making of such Loan.
3. Default. It will be a Default hereunder with respect to the Borrower or Fund if any of the following events
occur, as appropriate, with respect to such Fund or to the Borrower of which such Fund is a series:
a) the Borrower or Fund fails to pay (i) when due any amount of principal of any Loan, or (ii) within
five (5) days any amount of interest thereon, or any fees or expenses payable hereunder or under the Note; or
b) the Borrower or Fund fails to perform any term, covenant or agreement contained in any of the Loan
Documents or a default or event of default occurs thereunder; or
c) any material representation or warranty of the Borrower or Fund made in any of the Loan Documents
or as an inducement for the Bank to make any Loan shall prove to have been false in any material respect upon the date when made or
deemed to have been made; or
d) the Borrower or Fund fails to pay or perform any Obligation whether now existing or hereafter
arising, except as otherwise provided in this Section II, Paragraph 3, when due or the Borrower or Fund fails to pay at maturity, or
within any applicable period of grace, any obligations for Other Indebtedness, or for the use of real or personal property, or fails
to observe or perform any term, covenant or agreement evidencing or securing such Other Indebtedness or relating to such use of real
or personal property; or
e) the Borrower or Fund, or the Investment Adviser (i) applies for or consents to the appointment of,
or the taking of possession by, a receiver, custodian, trustee, liquidator or similar official of itself or of all or a substantial
part of its property, (ii) is generally not paying its debts as such debts become due, (iii) makes a general assignment for the
benefit of its creditors, (iv) commences any case or proceeding relating to the business affairs of the Borrower or such Fund under
any law relating to bankruptcy, insolvency, reorganization, winding-up or composition or adjustment of debts, or any other law
providing for the relief of debtors, (v) fails to contest in a timely or appropriate manner, or acquiesces in writing to, any
petition filed against it in an involuntary case under the Federal Bankruptcy Code or other law, (vi) takes any action under the
laws of its jurisdiction of incorporation or organization similar to any of the foregoing or (vii) discontinues its business; or
f) a proceeding or case shall be commenced against the Borrower or Fund, or the Investment Adviser
without the application or consent of such party, in any court of competent jurisdiction, seeking (i) the liquidation,
reorganization, dissolution, winding-up, or composition or readjustment of its debts, (ii) the appointment of a trustee, receiver,
custodian, liquidator or the like of it or of all or any substantial part of its assets, or (iii) similar relief in respect of it,
under any law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts or any other law
providing for the relief of debtors, and such proceeding or case shall continue undismissed, or unstayed and in effect, for a period
of 60 days; or an order for relief shall be entered in an involuntary case under the Federal Bankruptcy Code, against the Borrower
or Fund, or the Investment Adviser or action under the laws of the jurisdiction of incorporation or organization of the Borrower or
Fund or the Investment Adviser similar to any of the foregoing shall be taken with respect to the Borrower or Fund or the Investment
Adviser and shall continue unstayed and in effect for any period of 60 days; or
g) a final judgment or final order for the payment of money is entered against the Borrower or Fund
by any court, or an execution or similar process is issued or levied against property of the Borrower or Fund, that in the aggregate
exceeds $500,000 in value and such judgment, order, warrant or process is not within 45 days after entry thereof discharged or
stayed pending appeal or is not discharged within 45 days after the expiration of such stay; or
h) there occurs a change in the business, assets, financial condition or prospects of the Borrower or
Fund resulting in a Material Adverse Effect, but shall not include a decline in the net assets of the Borrower or Fund resulting
from redemptions by shareholders of the Borrower or Fund, or a decline in market value of securities held by the Borrower or Fund;
or
i) any investment advisory agreement which is in effect on the date hereof relating to the Borrower
or Fund terminates, or the Investment Adviser ceases to serve as the investment adviser for the Borrower or Fund; or the Custodian
ceases to serve as the custodian for the Borrower or Fund's assets without the prior written consent of the Bank in each instance
which consent shall not be unreasonably withheld; or
j) the Borrower or Fund shall violate, or take any action that would result in a material violation
of any of its fundamental investment policies or fundamental restrictions applicable to the Borrower or Fund as in effect from time
to time, including those as set forth in the Prospectus.
Notwithstanding any provision of this Agreement to the contrary, if there occurs any Default solely with respect to a
particular Fund that is a series of a Borrower, such Default shall not constitute a Default with respect to any other Fund of such
Borrower, or any other Borrower or Fund of such other Borrower and shall not permit the Bank to terminate the Committed Line or
exercise any of its other remedies as to such other Fund or other Borrower.
4. Remedies. Upon the occurrence of a Default described in Section II(3)(e) and (f) to the extent the same
relates to such Fund or to the Borrower of which such Fund is a series, immediately and automatically; and upon the occurrence of
any other Default at any time thereafter while such Default is continuing, at the Bank's option and upon the Bank's declaration:
a) the Committed Line established hereunder shall terminate with respect to the subject Fund;
b) the unpaid principal amount of the Loans to the Borrower on behalf of such Fund, together with
accrued interest and all other Obligations with respect to such Fund, shall become immediately due and payable without presentment,
demand, protest or further notice of any kind, all of which are hereby expressly waived; and
c) the Bank may exercise any and all rights it has under any of the Loan Documents and proceed to
protect and enforce the Bank's rights by any action at law, in equity or other appropriate proceeding as it relates to such Fund.
In the event that a Default has occurred and is continuing, each Borrower and each Fund authorizes the Bank and the
Custodian to charge and setoff against any deposit account or other account maintained with either the Bank or the Custodian on
behalf of such Fund and apply the proceeds thereof against repayment of any unpaid Obligations of the Borrower with respect to such
Fund, as appropriate. The foregoing shall be in addition to any other rights or remedies the Bank and the Custodian may have
against the Borrower with respect to such Fund following the occurrence of a Default hereunder.
5. Notices. All notices hereunder shall be in writing and shall be deemed to have been given one Business Day
after delivery to an overnight courier or when delivered by hand to the address given below and in each case such delivery is
confirmed to have been made. Notices to the Bank shall be given to State Street Bank and Trust Company, Lafayette Corporate Center,
0 Xxxxxx xx Xxxxxxxxx, 0xx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 Attn.: Xxxxx X. Xxxxxxxx, Asst. Vice President or Mutual Fund Lending
Department Head, and notices to the Borrower or Fund shall be deemed to have been given if given at the address stated at the
beginning of this Agreement, Attention: Xxxxxxx X. Xxxxxxxxx, Treasurer.
6. Amendments and Waivers. No waivers shall be effective unless in writing. No right of the Bank shall be
exclusive of any other right of the Bank now or hereafter available under the Loan Documents, at law, in equity or otherwise; or by
statute or any other provision of law; and no course of dealing or delay by the Bank in exercising any right hereunder shall operate
as a waiver thereof or otherwise affect any rights or remedies of the Bank. All amendments hereto must be in writing signed by all
parties hereto.
7. Assignments and Participations. The Borrower or Fund may not assign or transfer or participate any of its
rights under any of the Loan Documents without the prior written consent of the Bank. The Bank may assign, pledge, transfer or
participate its rights hereunder to any Federal Reserve Bank. With the prior written consent of each Borrower (not to be
unreasonably withheld) the Bank may assign or transfer its rights hereunder to any other entity. The Bank may participate its
rights hereunder to any entity, provided however that no such entity taking a participation interest in the Borrower or Fund's
Obligations, without the consent of the Borrower or Fund, shall have any rights with respect to such participation other than for
the right to vote on changes in interest, fees, commitment amount, principal payments, and any advance rate described herein.
8. Mergers, Consolidations, and Sales of Assets. The Borrower or Fund will not consolidate, merge, or
reorganize its assets without the prior consent of the Bank, except that:
a) the Borrower or Fund may sell its assets in the ordinary course of business as described in its
Prospectus;
b) the Borrower or Fund may merge, consolidate or reorganize its assets with another Borrower or Fund;
provided that the Borrower or Fund shall provide notice to the Bank of its intention to merge, consolidate or reorganize its assets
no later than ten (10) Business Days prior to the date of merger, consolidation or reorganization, including a revised Appendix I
attached hereto signed by an authorized officer which shall give effect to such merger, consolidation, or reorganization; and
c) the Borrower or Fund may merge, consolidate or reorganize its assets with or into any other entity, or
otherwise liquidate its assets; provided, however (i) the Borrower or Fund shall provide notice to the Bank of its intention to
merge, consolidate, reorganize or liquidate its assets no later than ten (10) Business Days prior to the date of merger,
consolidation, reorganization or liquidation, including a revised Appendix I attached hereto signed by an authorized officer which
gives effect to such merger, consolidation, reorganization or liquidation, (ii) all Obligations of the Borrower or Fund shall have
been paid in full prior to such merger, consolidation, reorganization or liquidation if such Borrower or Fund is not the surviving
entity; and (iii) from the effective date of such merger, consolidation, reorganization or liquidation, the Borrower or Fund shall
no longer be permitted to make a borrowing request hereunder and shall be terminated from the Agreement unless such Borrower or Fund
is the surviving entity.
9. Waiver of Jury Trial. Except as prohibited by law, neither the Borrower or Fund nor the Bank, nor any
assignee or successor of the Borrower or Fund or the Bank, shall seek a jury trial in any lawsuit, proceeding, counterclaim or any
other litigation procedure based upon or arising out of any of the Loan Documents. Neither the Borrower or Fund nor the Bank will
seek to consolidate any such action, in which a jury trial has been waived, with any other action in which a jury trial has not been
waived. THE PROVISIONS OF THIS SECTION HAVE BEEN FULLY DISCUSSED BY THE PARTIES HERETO, AND THE PROVISIONS HEREOF SHALL BE SUBJECT
TO NO EXCEPTIONS. NO PARTY HERETO HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS SECTION
WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.
10. Jurisdiction. EACH OF THE LOAN DOCUMENTS SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF
THE COMMONWEALTH OF MASSACHUSETTS (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW). EACH BORROWER AND FUND AGREES THAT
ANY SUIT FOR THE ENFORCEMENT OF ANY OF THE LOAN DOCUMENTS MAY BE BROUGHT IN THE COURTS OF THE COMMONWEALTH OF MASSACHUSETTS OR ANY
FEDERAL COURT SITTING THEREIN AND CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND THE SERVICE OF PROCESS IN ANY SUCH
SUIT BEING MADE UPON THE BORROWER OR FUND BY MAIL AT THE ADDRESS SPECIFIED ABOVE. EACH BORROWER AND FUND HEREBY WAIVES ANY
OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN
INCONVENIENT COURT.
11. Counterparts. This Agreement may be executed in any number of counterparts each of which shall be deemed to
be an original document.
12. Definitions. Except as otherwise defined herein, all financial terms shall be defined in accordance with
generally accepted accounting principles. The following defined terms as used herein shall have the following meanings:
"Business Day" means any day excluding Saturday and Sunday and excluding any other day which shall be in
Boston, Massachusetts a legal holiday or a day on which banking institutions are authorized by law to close.
"Custodian" means State Street Bank and Trust Company.
"Investment Adviser" means Thrivent Financial for Lutherans, and any of its affiliates.
"Investment Company Act" means the Investment Company Act of 1940, as amended, together with all related
rules and regulations promulgated by the United States Securities and Exchange Commission relating thereto.
"Loan Documents" means this Agreement, the Note and any other documents executed in connection herewith, as
the same may be amended, superseded or replaced.
"Material Adverse Effect" shall mean a material adverse effect on (a) the business condition (financial or
otherwise), operations, performance or properties of the Borrower or Fund, (b) the rights or remedies of the Bank under this
Agreement, or (c) the ability of the Borrower or Fund to perform its obligations under this Agreement.
"Obligations" means any and all obligations of the Borrower or Fund to the Bank of every kind and
description, direct or indirect, absolute or contingent, primary or secondary, due or to become due, now existing or hereafter
arising, regardless of how they arise or by what agreement or instrument, if any, and including obligations to perform acts and
refrain from taking action as well as obligations to pay money.
"Prospectus" means the currently effective Prospectus and Statement of Additional Information delivered to
the purchasers of shares of a Fund.
If the foregoing satisfactorily sets forth the terms and conditions of the Committed Line, please execute and return to
the undersigned each of the Loan Documents and such other documents and agreements as the Bank may request. We are pleased to
provide the Committed Line to each Borrower and Fund and look forward to the ongoing development of our relationship.
Sincerely,
STATE STREET BANK AND
TRUST COMPANY, as Bank
By: /s/ Xxxxx X. Xxxxxxxx
---------------------------------------
Xxxxx X. Xxxxxxxx, Asst. Vice President
Acknowledged and Accepted:
LB SERIES FUND, INC.,
on behalf of its fund series as listed in Appendix I attached hereto
By: /s/ Xxxxxxx X. Xxxxxxxxx
--------------------------------------
Xxxxxxx X. Xxxxxxxxx, Treasurer
THE LUTHERAN BROTHERHOOD FAMILY OF FUNDS,
on behalf of its fund series as listed in Appendix I attached hereto
By: /s/ Xxxxxxx X. Xxxxxxxxx
--------------------------------------
Xxxxxxx X. Xxxxxxxxx, Treasurer
THE AAL MUTUAL FUNDS,
on behalf of its fund series as listed in Appendix I attached hereto
By: /s/ Xxxxxxx X. Xxxxxxxxx
--------------------------------------
Xxxxxxx X. Xxxxxxxxx, Treasurer
AAL VARIABLE PRODUCT SERIES FUND, INC.,
on behalf of its fund series as listed in Appendix I attached hereto
By: /s/ Xxxxxxx X. Xxxxxxxxx
--------------------------------------
Xxxxxxx X. Xxxxxxxxx, Treasurer
Acknowledged:
STATE STREET BANK AND TRUST COMPANY,
as Custodian
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------------
Xxxxxx X. Xxxxxx, Exec. Vice President
APPENDIX I
LB SERIES FUND, INC., a Minnesota corporation, on behalf of:
Opportunity Growth Portfolio
FTI Small Cap Growth Portfolio
Mid Cap Growth Portfolio
World Growth Portfolio
FI All Cap Portfolio
Growth Portfolio
MFS Investors Growth Portfolio
TRP Growth Stock Portfolio
Value Portfolio
High Yield Portfolio
Income Portfolio
Limited Maturity Bond Portfolio
Money Market Portfolio
THE LUTHERAN BROTHERHOOD FAMILY OF FUNDS, a Delaware business trust, on behalf of:
Lutheran Brotherhood Opportunity Growth Fund
Lutheran Brotherhood Mid Cap Growth Fund
Lutheran Brotherhood World Growth Fund
Lutheran Brotherhood Growth Fund
Lutheran Brotherhood Fund
Lutheran Brotherhood Value Fund
Lutheran Brotherhood High Yield Fund
Lutheran Brotherhood Income Fund
Lutheran Brotherhood Municipal Bond Fund
Lutheran Brotherhood Limited Maturity Bond Fund
Lutheran Brotherhood Money Market Fund
THE AAL MUTUAL FUNDS, a Massachusetts business trust, on behalf of:
AAL Technology Stock Fund
AAL Aggressive Growth Fund
AAL Small Cap Stock Fund
AAL Small Cap Index Fund II
AAL Small Cap Value Fund
AAL Mid Cap Stock Fund
AAL Mid Cap Index Fund
AAL Mid Cap Index Fund II
AAL International Fund
AAL Capital Growth Fund
AAL Large Company Index Fund
AAL Large Company Index Fund II
AAL Equity Income Fund
AAL Balanced Fund
AAL High Yield Bond Fund
AAL Municipal Bond Fund
AAL Bond Fund
AAL Bond Index Fund
AAL Money Market Fund
AAL VARIABLE PRODUCT SERIES FUND, INC., a Maryland Corporation, on behalf of:
AAL Technology Stock Portfolio
AAL Small Cap Stock Portfolio
AAL Small Cap Index Portfolio
AAL Mid Cap Stock Portfolio
AAL Mid Cap Index Portfolio
AAL International Portfolio
AAL Capital Growth Portfolio
AAL Large Company Index Portfolio
AAL Balanced Portfolio
AAL High Yield Bond Portfolio
AAL Bond Index Portfolio
EXHIBIT A
PROMISSORY NOTE
$_____________ ________________, 2003
Boston, Massachusetts
For value received, the undersigned (the "Borrower") hereby promises to pay to State Street Bank and Trust Company (the
"Bank"), or order, at the head office of the Bank at 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 xx xxxxxxxxxxx xxxxxxxxx
Xxxxxx Xxxxxx dollars, the principal amount of ____________________________ Dollars ($_____________), or, if less, the aggregate
original principal amount of outstanding Loans which have not been prepaid as provided herein. Each Loan shall be payable upon the
earliest to occur of 60 days after the date on which such Loan is made, the date on which the Loan becomes due whether following the
occurrence of a Default or as otherwise described in the Loan Agreement, as hereinafter defined, or ________________ (the
"Expiration Date"). Interest on the unpaid principal amount outstanding hereunder shall be payable at the variable rate per annum
equal to the Bank's overnight federal funds rate as determined by the Bank (established daily at 9:30 A.M. Boston time) plus .50%
per annum. Interest on principal outstanding hereunder shall be payable monthly in arrears on the fifteenth day of each month
(provided, however, that is such day is not a Business Day, interest shall be payable on the preceding Business Day) beginning on
the first such date following the date hereof, with all accrued and unpaid interest due and payable upon the Expiration Date or when
principal outstanding hereunder is otherwise due and payable. Each change in such interest rate shall take effect simultaneously
with the corresponding change in such federal funds rate. Interest shall be computed on the basis of a 360-day year for the actual
number of days elapsed, including holidays or other days on which the Bank is not open for the conduct of banking business.
All Loans hereunder and all payments on account of principal and interest hereof shall be recorded by the Bank. The
entries on the records of the Bank (including any appearing on this Note), absent manifest error, shall govern and control as to
amounts outstanding hereunder. The Bank shall provide the undersigned with written confirmation of any advance or repayment
hereunder, provided however, that the failure by the Bank to provide any such written confirmation or make any entry on the records
of the Bank as described above, shall not affect the obligation of the undersigned to make payments of principal and interest on all
Loans as provided herein and in the Loan Agreement.
Following the occurrence and during the continuance of a Default hereunder, unpaid principal on any Loan, and to the
extent permitted by applicable law, unpaid interest on any Loan, shall thereafter bear interest and such default interest shall be
payable on demand, until paid in full (after as well as before judgment) at a rate per annum equal to two percent (2%) above the
rate otherwise applicable to such Loan hereunder.
This Note is issued pursuant to, and entitled to the benefits of, and is subject to, the provisions of a certain loan
agreement dated ______________, 2003 by and between the undersigned and the Bank (herein, as the same may from time to time be
amended or extended, referred to as the "Loan Agreement"), but neither this reference to the Loan Agreement nor any provision
thereof shall affect or impair the absolute and unconditional obligation of the undersigned maker of this Note to pay the principal
of and interest on this Note as herein provided. All terms not otherwise defined herein shall be used as defined in the Loan
Agreement.
The undersigned may at its option prepay all or any part of the principal of this Note without penalty. Amounts
prepaid may be reborrowed subject to the terms of the Loan Agreement.
Any deposits or other sums at any time credited by or due from the Bank to the undersigned and any securities or other
property of the undersigned at any time in the possession of the Bank may at all times be held and treated as collateral for the
payment of this Note.
The undersigned maker and every endorser and guarantor hereof hereby waives presentment, demand, notice, protest and
all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement hereof and consents
that this Note may be extended from time to time and that no such extension or other indulgence, and no substitution, release or
surrender of collateral and no discharge or release of any other party primarily or secondarily liable hereon, shall discharge or
otherwise affect the liability of the undersigned, endorser or guarantor. No delay or omission on the part of the Bank in
exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder, and a waiver of any such
right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion.
The Bank and the undersigned Xxxxxxxx acknowledge and agree that all persons dealing with such Borrower shall look
solely to the trust or corporate (as appropriate) property of such Borrower constituting assets of the Funds for the enforcement of
any claim against such Borrower. None of the directors, trustees, officers, employees, agents or shareholders of the Borrower on
behalf of a Fund assumes any personal liability for the obligations entered into on behalf of the Borrower or Fund with respect to
the Note. In addition, the principal amount of the Loans and accrued interest thereon, any fees or additional amounts payable in
connection with or relating to such Loans pursuant to this Agreement, and all other obligations of a Borrower, shall be paid or
repaid solely from the assets of the Fund constituting a series of such Borrower, for which a Loan is made and the Bank shall have
no right of recourse or offset against the assets of any other series of the Borrower or any other Borrower or Fund.
This instrument shall have the effect of an instrument executed under seal and shall be governed by and construed in
accordance with the laws of The Commonwealth of Massachusetts (without giving effect to any conflicts of laws provisions contained
therein).
WITNESS: [BORROWER]
______________________________ By: _____________________________
Title: ____________________________
SCHEDULE I TO NOTE DATED ____________, 2003
FROM _____________________ TO THE BANK
Date of Loan Amount of Principal Amount of Principal Paid Outstanding Balance Notation Made By
APPENDIX I
TO NOTE
List of Borrowers and Funds
EXHIBIT B
ADVANCE / PAYDOWN REQUEST
LOAN REQUESTS DUE BY 4:00 PM (BOSTON) FOR SAME DAY FUNDING
DATE:
------------------ -----------------------------------------------------------------------------------------------------------------
------------------ -----------------------------------------------------------------------------------------------------------------
TO: State Street Bank and Trust Company
------------------ -----------------------------------------------------------------------------------------------------------------
------------------ -----------------------------------------------------------------------------------------------------------------
FAX: 000-000-0000; or
000-000-0000
------------------ -----------------------------------------------------------------------------------------------------------------
------------------
ATTN: Xxxxxx Xxx (tel: 000-000-0000); or
Xxxxx Xxxxxxxxx (tel: 000-000-0000)
------------------ -----------------------------------------------------------------------------------------------------------------
------------------
FROM: (Name), Thrivent Financial for Lutherans
------------------ -----------------------------------------------------------------------------------------------------------------
------------------
In connection with the Loan Agreement dated ______________ and related documents currently in effect with State Street Bank and
Trust Company, effective __________ (date), __________________________ (the Borrower), hereby requests on behalf of
________________________________________ (the Fund) (please include 4-digit fund # and DDA:
__________________________________________)
a (please check appropriate box):
Loan Advance: ? Loan Pay-down: ?
Existing Loan Rollover*: ?
*(all Loans to a Fund may not be outstanding for more than 60 days)
in the amount of $________________________. This Loan (if applicable) shall be charged interest according to the terms of the Loan
Agreement. The Loan should be recorded on the books of the Borrower or Fund with the Bank; and interest payable to the Bank should
be recorded at the agreed upon rate.
Further, the Borrower or Fund hereby represents and warrants that:
1. The proceeds of the Loan shall be used in conformance with the terms of the Loan Agreement, and that no Default has
occurred thereunder;
2. The Borrower or Fund is in compliance with all the terms and conditions of the Loan Agreement and will remain in
compliance therewith after giving effect to the making of the requested Loan; and
3. All Representations and Warranties, as set forth in Section II, Paragraph 2 of the Loan Agreement are true and correct on
and as of the date hereof; and
4. The following amounts and statements are true in connection with the requested Loan:
(a) Existing Loan Balance (if any): $_________________
(b) Loan Request / (Pay-down amount): $_________________
(c) Sum of (a) and (b): $_________________
(not to exceed $75,000,000)
(d) Fund's total assets: $_________________
(after giving effect to the requested Loan)
(e) Asset Coverage [(c) divided by (d)]: ________________%
*pursuant to Section I, Paragraph 2 of the Loan Agreement, not to exceed the least of 15% or such Fund's
prospectus borrowing limit
The undersigned is a duly authorized officer of the Borrower or Fund with authority to execute and deliver this document to the Bank
and request the Loan described herein on behalf of the Borrower or Fund. The undersigned further certifies that after giving effect
to the requested Loan, the total amount of all Loans to all Borrowers and Funds does not exceed $75,000,000.
By:
---------------------------------------------------
Name:
---------------------------------------------------
Title
---------------------------------------------------
Date:
---------------------------------------------------
EXHIBIT C
INDEBTEDNESS
NONE
EXHIBIT D
ENCUMBRANCES
NONE
EXHIBIT E
LITIGATION
NONE
