TRANSFER AGENCY AND SERVICE AGREEMENT
between
THRIVENT FINANCIAL SECURITIES LENDING TRUST
and
STATE STREET BANK AND TRUST COMPANY
TABLE OF CONTENTS
Page
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1. Terms of Appointment; Duties of the Transfer Agent 1
2. Fees and Expenses 3
3. Representations and Warranties of the Transfer Agent 4
4. Representations and Warranties of the Fund 4
5. Data Access and Proprietary Information 5
6. Indemnification 6
7. Standard of Care 8
8. Covenants of the Fund and the Transfer Agent 8
9. Termination of Agreement 9
10. Additional Funds 9
11. Assignment 9
12. Amendment 9
13. Massachusetts Law to Apply 10
14. Force Majeure 10
15. Consequential Damages 10
16. Merger of Agreement 10
17. Notice 10
18. Limitations of Liability of the Trustees and Xxxxxxxxxxxx 00
00. Counterparts 11
20. Survival 11
21. Severability 11
22. Priorities Clause 11
23. Waiver 11
24. Reproduction of Documents 12
Schedule 1 - Fund Service Responsibilities
TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the 13th day of September, 2004, by and between THRIVENT
FINANCIAL SECURITIES LENDING TRUST, a Massachusetts business trust, having its
principal office and place of business at 000 Xxxxxx Xxxxxx Xxxxx, Xxxxxxxxxxx,
Xxxxxxxxx 00000 (the "Fund"), and STATE STREET BANK AND TRUST COMPANY, a
Massachusetts trust company having its principal office and place of business at
000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (the "Transfer Agent").
WHEREAS, the Fund is authorized to issue shares in separate series, with each
such series representing interests in a separate portfolio of securities and
other assets; and
WHEREAS, the Fund intends to initially offer shares in one (1) series, the
initial portfolio (such series, together with all other series subsequently
established by the Fund and made subject to this Agreement in accordance with
Article 10, being herein referred to as a "Portfolio", and collectively as the
"Portfolios");
WHEREAS, the Fund on behalf of the Portfolios desires to appoint the Transfer
Agent as its transfer agent, dividend disbursing agent, custodian of certain
retirement plans and agent in connection with certain other activities, and the
Transfer Agent desires to accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereto agree as follows:
l. Terms of Appointment; Duties of the Transfer Agent
1.1 Subject to the terms and conditions set forth in this Agreement, the Fund,
on behalf of the Portfolios, hereby employs and appoints the Transfer Agent
to act as, and the Transfer Agent agrees to act as its transfer agent for
the Fund's authorized and issued shares of its common stock, $0.001 par
value, ("Shares"), dividend disbursing agent, custodian of certain
retirement plans and agent in connection with any accumulation,
open-account or similar plans provided to the shareholders of each of the
respective Portfolios of the Fund ("Shareholders") and set out in the
currently effective prospectus and statement of additional information
("prospectus") of the Fund on behalf of the applicable Portfolio, including
without limitation any periodic investment plan or periodic withdrawal
program.
1.2 The Transfer Agent agrees that it will perform the following services
pursuant to the delineation of responsibility in the attached Schedule 1,
as may be amended from time to time:
(a) In accordance with procedures established from time to time by
agreement between the Fund on behalf of each of the Portfolios, as
applicable and the Transfer Agent, the Transfer Agent shall:
(i) Receive for acceptance, orders for the purchase of Shares, and
promptly deliver payment and appropriate documentation thereof to
the Custodian of the Fund authorized pursuant to the Declaration
of Trust of the Fund (the "Custodian");
(ii) Pursuant to purchase orders, issue the appropriate number of
Shares and hold such Shares in the appropriate Shareholder
account;
(iii) Receive for acceptance redemption requests and redemption
directions and deliver the appropriate documentation thereof to
the Custodian;
(iv) In respect to the transactions in items (i), (ii) and (iii)
above, the Transfer Agent shall execute transactions directly
with broker-dealers authorized by the Fund who shall thereby be
deemed to be acting on behalf of the Fund;
(v) At the appropriate time as and when it receives monies paid to it
by the Custodian with respect to any redemption, pay over or
cause to be paid over in the appropriate manner such monies as
instructed by the redeeming Shareholders;
(vi) Effect transfers of Shares by the registered owners thereof upon
receipt of appropriate instructions;
(vii) Prepare and transmit payments for dividends and distributions
declared by the Fund on behalf of the applicable Portfolio;
(viii) Issue replacement certificates for those certificates alleged
to have been lost, stolen or destroyed upon receipt by the
Transfer Agent of indemnification satisfactory to the Transfer
Agent and protecting the Transfer Agent and the Fund, and the
Transfer Agent at its option, may issue replacement certificates
in place of mutilated stock certificates upon presentation
thereof and without such indemnity;
(ix) Maintain records of account for and advise the Fund and its
Shareholders as to the foregoing; and
(x) Record the issuance of shares of the Fund and maintain pursuant
to SEC Rule 17Ad-10(e) a record of the total number of shares of
the Fund which are authorized, based upon data provided to it by
the Fund, and issued and outstanding. The Transfer Agent shall
also provide the Fund on a regular basis with the total number of
shares which are authorized and issued and outstanding and shall
have no obligation, when recording the issuance of shares, to
monitor the issuance of such shares or to take cognizance of any
laws relating to the issue or sale of such shares, which
functions shall be the sole responsibility of the Fund.
(b) In addition to and neither in lieu nor in contravention of the
services set forth in the above paragraph (a), the Transfer Agent
shall perform the customary services of a transfer agent, dividend
disbursing agent, custodian of certain retirement plans and, as
relevant, agent in connection with accumulation, open-account or
similar plans (including without limitation any periodic investment
plan or periodic withdrawal program), including but not limited to:
maintaining all Shareholder accounts, preparing Shareholder meeting
lists, mailing proxies, mailing Shareholder reports and prospectuses
to current Shareholders, withholding taxes on U.S. resident and
non-resident alien accounts, preparing and filing U.S. Treasury
Department Forms 1099 and other appropriate forms required with
respect to dividends and distributions by federal authorities for all
Shareholders, preparing and mailing confirmation forms and statements
of account to Shareholders for all purchases and redemptions of Shares
and other confirmable transactions in Shareholder accounts, preparing
and mailing activity statements for Shareholders, and providing
Shareholder account information.
(c) The Fund, on behalf of each Portfolio, hereby agrees and acknowledges
that the Transfer Agent may rely (i) on the current list of authorized
persons, as provided or agreed to by the Fund and as may be amended
from time to time, in receiving instructions to issue shares and (ii)
on the Fund's agreement(s) with its authorized persons, that such
authorized person(s) shall effect any order, sale or other transfer
instructions received after close of market at the net asset value
determined on the next business day.
(d) Procedures as to who shall provide certain of the services contained
in this Section 1 may be established from time to time by agreement
between the Fund on behalf of each Portfolio and the Transfer Agent
per the attached service responsibility Schedule 1,as may be amended
from time to time. The Transfer Agent may at times perform only a
portion of these services and the Fund or its agent may perform these
services on the Fund's behalf.
(e) The Transfer Agent shall provide additional services on behalf of the
Fund (i.e., escheatment services) which may be agreed upon in writing
between the Fund and the Transfer Agent.
2. Fees and Expenses
2.1 For the performance by the Transfer Agent pursuant to this Agreement, the
Fund agrees on behalf of each of the Portfolios to pay the Transfer Agent
an annual maintenance fee for each Shareholder account as set out in the
initial fee schedule attached hereto. Such fees and out-of-pocket expenses
and advances identified under Section 2.2 below may be changed from time to
time subject to mutual written agreement between the Fund and the Transfer
Agent.
2.2 In addition to the fee paid under Section 2.1 above, the Fund agrees on
behalf of each of the Portfolios to reimburse the Transfer Agent for
out-of-pocket expenses, including but not limited to confirmation
production, postage, forms, telephone, microfilm, microfiche, tabulating
proxies, records storage, or advances incurred by the Transfer
Agent for the items set out in the fee schedule attached hereto. In
addition, any other expenses incurred by the Transfer Agent at the request
or with the consent of the Fund, will be reimbursed by the Fund on behalf
of the applicable Portfolio.
2.3 The Fund agrees on behalf of each of the Portfolios to pay all fees and
reimbursable expenses within five days following the receipt of the
respective billing notice. Postage for mailing of dividends, proxies, Fund
reports and other mailings to all shareholder accounts shall be advanced to
the Transfer Agent by the Fund at least seven (7) days prior to the mailing
date of such materials.
3. Representations and Warranties of the Transfer Agent
The Transfer Agent represents and warrants to the Fund that:
3.1 It is a trust company duly organized and existing and in good standing
under the laws of the Commonwealth of Massachusetts.
3.2 It is duly qualified to carry on its business in the Commonwealth of
Massachusetts.
3.3 It is empowered under applicable laws and by its Charter and By-Laws to
enter into and perform this Agreement.
3.4 All requisite corporate proceedings have been taken to authorize it to
enter into and perform this Agreement.
3.5 It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under this
Agreement.
4. Representations and Warranties of the Fund
The Fund represents and warrants to the Transfer Agent that:
4.1 It is a business trust duly organized and existing and in good standing
under the laws of the Commonwealth of Massachusetts.
4.2 It is empowered under applicable laws and by its Declaration of Trust and
By-Laws to enter into and perform this Agreement.
4.3 All trust proceedings required by said Declaration of Trust and By-Laws
have been taken to authorize it to enter into and perform this Agreement.
4.4 It is an open-end and diversified management investment company registered
under the Investment Company Act of 1940, as amended.
5. Data Access and Proprietary Information
5.1 The Fund acknowledges that the data bases, computer programs, screen
formats, report formats, interactive design techniques, and documentation
manuals furnished to the Fund by the Transfer Agent as part of the Fund's
ability to access certain Fund-related
data ("Customer Data") maintained by the Transfer Agent on data bases under
the control and ownership of the Transfer Agent ("Data Access Services")
constitute copyrighted, trade secret, or other proprietary information
(collectively, "Proprietary Information") of substantial value to the
Transfer Agent or other third party. In no event shall Proprietary
Information be deemed Customer Data. The Fund agrees to treat all
Proprietary Information as proprietary to the Transfer Agent and further
agrees that it shall not divulge any Proprietary Information to any person
or organization except as may be provided hereunder. Without limiting the
foregoing, the Fund agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in
writing by the Transfer Agent and solely in accordance with the
Transfer Agent's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary
Information;
(c) to refrain from obtaining unauthorized access to any portion of the
Proprietary Information, and if such access is inadvertently obtained,
to inform in a timely manner of such fact and dispose of such
information in accordance with the Transfer Agent's instructions;
(d) to refrain from causing or allowing the data acquired hereunder from
being retransmitted to any other computer facility or other location,
except with the prior written consent of the Transfer Agent;
(e) that the Fund shall have access only to those authorized transactions
agreed upon by the parties;
(f) to honor all reasonable written requests made by the Transfer Agent to
protect at the Transfer Agent's expense the rights of the Transfer
Agent in Proprietary Information at common law, under federal
copyright law and under other federal or state law.
Each party shall take reasonable efforts to advise its employees of their
obligations pursuant to this Section 5. The obligations of this Section shall
survive any earlier termination of this Agreement.
5.2 If the Fund notifies the Transfer Agent that any of the Data Access
Services do not operate in material compliance with the most recently
issued user documentation for such services, the Transfer Agent shall
endeavor in a timely manner to correct such failure. Organizations from
which the Transfer Agent may obtain certain data included in the Data
Access Services are solely responsible for the contents of such data and
the Fund agrees to make no claim against the Transfer Agent arising out of
the contents of such third-party data, including, but not limited to, the
accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND
SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS
IS, AS AVAILABLE BASIS. THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL
WARRANTIES EXCEPT THOSE EXPRESSLY STATED
HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.3 If the transactions available to the Fund include the ability to originate
electronic instructions to the Transfer Agent in order to (i) effect the
transfer or movement of cash or Shares or (ii) transmit Shareholder
information or other information, then in such event the Transfer Agent
shall be entitled to rely on the validity and authenticity of such
instruction without undertaking any further inquiry as long as such
instruction is undertaken in conformity with security procedures
established by the Transfer Agent from time to time.
6. Indemnification
6.1 The Transfer Agent shall not be responsible for, and the Fund shall on
behalf of the applicable Portfolio indemnify and hold the Transfer Agent
harmless from and against, any and all losses, damages, costs, charges,
counsel fees, payments, expenses and liability arising out of or
attributable to:
(a) All actions of the Transfer Agent or its agents or subcontractors
required to be taken pursuant to this Agreement, provided that such
actions are taken without gross negligence or willful misconduct.
(b) The Fund's breach of any representation, warranty or covenant of the
Fund hereunder.
(c) The reliance on or use by the Transfer Agent or its agents or
subcontractors of information, records, documents or services which
(i) are received by the Transfer Agent or its agents or
subcontractors, and (ii) have been prepared, maintained or performed
by the Fund or any other person or firm on behalf of the Fund
including but not limited to any previous transfer agent or registrar.
(d) The reliance on, or the carrying out by the Transfer Agent or its
agents or subcontractors of any instructions or requests of the Fund
on behalf of the applicable Portfolio.
(e) The offer or sale of Shares in violation of any requirement under the
federal securities laws or regulations or the securities laws or
regulations of any state that such Shares be registered in such state
or in violation of any stop order or other determination or ruling by
any federal agency or any state with respect to the offer or sale of
such Shares in such state.
(f) The negotiation and processing by the Transfer Agent of checks not
made payable to the order of the Transfer Agent, the Fund, the Fund's
management company, transfer agent or distributor or the retirement
account custodian or trustee for a plan account investing in Shares,
which checks are tendered to the Transfer Agent for the purchase of
Shares (i.e., checks made payable to prospective or existing
Shareholders, such checks are commonly known as "third party checks").
6.2 At any time the Transfer Agent may apply to any officer of the Fund for
instructions, and may consult with legal counsel with respect to any matter
arising in connection with the services to be performed by the Transfer
Agent under this Agreement, and the Transfer Agent and its agents or
subcontractors shall not be liable and shall be indemnified by the Fund on
behalf of the applicable Portfolio for any action taken or omitted by it in
reliance upon such instructions or upon the opinion of such counsel. The
Transfer Agent, its agents and subcontractors shall be protected and
indemnified in acting upon any paper or document furnished by or on behalf
of the Fund, reasonably believed to be genuine and to have been signed by
the proper person or persons, or upon any instruction, information, data,
records or documents provided the Transfer Agent or its agents or
subcontractors by machine readable input, telex, CRT data entry or other
similar means authorized by the Fund, and shall not be held to have notice
of any change of authority of any person, until receipt of written notice
thereof from the Fund. The Transfer Agent, its agents and subcontractors
shall also be protected and indemnified in recognizing stock certificates
which are reasonably believed to bear the proper manual or facsimile
signatures of the officers of the Fund, and the proper countersignature of
any former transfer agent or former registrar, or of a co-transfer agent or
co-registrar.
6.3 In order that the indemnification provisions contained in this Section 6
shall apply, upon the assertion of a claim for which the Fund may be
required to indemnify the Transfer Agent, the Transfer Agent shall notify
the Fund of such assertion, and shall keep the Fund advised with respect to
all material developments concerning such claim. The Fund shall have the
option to participate with the Transfer Agent in the defense of such claim
or to defend against said claim in its own name. The Transfer Agent shall
in no case confess any claim or make any compromise in any case in which
the Fund may be required to indemnify the Transfer Agent except with the
Fund's prior written consent which shall not be unreasonably withheld.
7. Standard of Care
The Transfer Agent shall at all times act in good faith in its performance
of services under this Agreement, but assumes no responsibility and shall
not be liable for loss or damage due to errors unless said errors are
caused by its gross negligence or willful misconduct or that of its
employees.
8. Covenants of the Fund and the Transfer Agent
8.1 The Fund shall on behalf of each of the Portfolios promptly furnish to the
Transfer Agent the following:
(a) A certified copy of the resolution of the Board of Trustees of the
Fund authorizing the appointment of the Transfer Agent and the
execution and delivery of this Agreement.
(b) A copy of the Declaration of Trust and By-Laws of the Fund and all
amendments thereto.
8.2 The Transfer Agent hereby agrees to establish and maintain facilities and
procedures for safekeeping of stock certificates, check forms and facsimile
signature imprinting devices, if any; and for the preparation or use, and
for keeping account of, such certificates, forms and devices.
8.3 The Transfer Agent shall keep records relating to the services to be
performed hereunder, in the form and manner as it may deem advisable. To
the extent required by Section 31 of the Investment Company Act of 1940, as
amended, and the Rules thereunder, the Transfer Agent agrees that all such
records prepared or maintained by the Transfer Agent relating to the
services to be performed by the Transfer Agent hereunder are the property
of the Fund and will be preserved, maintained and made available in
accordance with such Section and Rules, and will be surrendered promptly to
the Fund on and in accordance with its request.
8.4 The Transfer Agent and the Fund agree that all books, records, information
and data pertaining to the business of the other party which are exchanged
or received pursuant to the negotiation or the carrying out of this
Agreement shall remain confidential, and shall not be voluntarily disclosed
to any other person, except as may be required by law or as authorized by
the Fund.
8.5 In case of any requests or demands for the inspection of the Shareholder
records of the Fund, the Transfer Agent will endeavor to notify the Fund
and to secure instructions from an authorized officer of the Fund as to
such inspection. The Transfer Agent reserves the right, however, to exhibit
the Shareholder records to any person whenever it is advised by its counsel
that it may be held liable for the failure to exhibit the Shareholder
records to such person.
9. Termination of Agreement
9.1 This Agreement may be terminated by either party upon one hundred twenty
(120) days written notice to the other.
9.2 Should the Fund exercise its right to terminate, all out-of-pocket expenses
associated with the movement of records and material will be borne by the
Fund on behalf of the applicable Portfolio(s). Additionally, the Transfer
Agent reserves the right to charge for any other reasonable expenses
associated with such termination and/or a charge equivalent to the average
of three (3) months' fees.
10. Additional Funds
In the event that the Fund establishes one or more series of Shares in
addition to the Portfolio identified in the recitals, with respect to which
it desires to have the Transfer Agent render services as transfer agent
under the terms hereof, it shall so notify the Transfer Agent in writing,
and if the Transfer Agent agrees in writing to provide such services, such
series of Shares shall become a Portfolio hereunder.
11. Assignment
11.1 Except as provided in Section 11.3 below, neither this Agreement nor any
rights or obligations hereunder may be assigned by either party without the
written consent of the other party.
11.2 This Agreement shall inure to the benefit of and be binding upon the
parties and their respective permitted successors and assigns.
11.3 The Transfer Agent may, without further consent on the part of the Fund,
subcontract for the performance hereof with (i) Boston Financial Data
Services, Inc., a Massachusetts corporation ("BFDS") which is duly
registered as a transfer agent pursuant to Section 17A(c)(2) of the
Securities Exchange Act of 1934, as amended ("Section 17A(c)(2)"), (ii) a
BFDS subsidiary duly registered as a transfer agent pursuant to Section
17A(c)(2) or (iii) a BFDS affiliate; provided, however, that the Transfer
Agent shall remain liable to the Fund for the acts and omissions of any
subcontractor under this Section 11.3 as it is for its own acts and
omissions under this Agreement.
12. Amendment
This Agreement may be amended or modified by a written agreement executed
by both parties and authorized or approved by a resolution of the Board of
Trustees of the Fund.
13. Massachusetts Law to Apply
This Agreement shall be construed and the provisions thereof interpreted
under and in accordance with the laws of the Commonwealth of Massachusetts.
14. Force Majeure
In the event either party is unable to perform its obligations under the
terms of this Agreement because of acts of God, strikes, equipment or
transmission failure or damage reasonably beyond its control, or other
causes reasonably beyond its control, such party shall not be liable for
damages to the other for any damages resulting from such failure to perform
or otherwise from such causes.
15. Consequential Damages
Neither party to this Agreement shall be liable to the other party for
consequential damages under any provision of this Agreement or for any
consequential damages arising out of any act or failure to act hereunder.
16. Merger of Agreement
This Agreement constitutes the entire agreement between the parties hereto
and supersedes any prior agreement with respect to the subject matter
hereof whether oral or written.
17. Notice
Any notice, instruction or other instrument required to be given hereunder
may be delivered in person to the offices of the parties as set forth
herein during normal business hours or sent via prepaid registered mail to
the parties at the following addresses or such other addresses as may be
notified by any party from time to time. Such notice, instruction or other
instrument shall be deemed to have been given at the earliest of (a) upon
personal delivery, or (b) five business days following deposit in the
United States Mail, registered mail, postage prepaid, return receipt
requested.
(a) If to Transfer Agent, to:
State Street Bank and Trust Company
0000 Xxxxxxxx Xxxxx
Xx. Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxxx, Vice President
18. Limitations of Liability of the Trustees and Shareholders
A copy of the Declaration of Trust of the Trust is on file with the
Secretary of the Commonwealth of Massachusetts, and notice is hereby given
that this instrument is executed on behalf of the Trustees of the Trust as
Trustees and not individually and that the obligations of this instrument
are not binding upon any of the Trustees or Shareholders individually but
are binding only upon the assets and property of the Fund.
19. Counterparts
This Agreement may be executed by the parties hereto on any number of
counterparts, and all of said counterparts taken together shall be deemed
to constitute one and the same instrument.
20. Survival
All provision or provisions of this Agreement shall be held invalid,
unlawful, or unenforceable, the validity, legality, and enforceability of
the remaining provisions shall not in any way be affected or impaired.
21. Severability
If any provision or provisions of this Agreement shall be held invalid,
unlawful, or unenforceable, the validity, legality, and enforceability of
the remaining provisions shall not in any way be affected or impaired.
22. Priorities Clause
In the event of any conflict, discrepancy or ambiguity between the terms
and conditions contained in this Agreement and any schedules or attachments
hereto, the terms and conditions contained in this Agreement shall take
precedence.
23. Waiver
No waiver by either party or any breach or default of any of the covenants
or conditions herein contained and performed by the other party shall be
construed as a waiver of any succeeding breach of the same or of any other
covenant or condition.
24. Reproduction of Documents
This Agreement and all schedules, exhibits, attachments and amendments
hereto may be reproduced by any photographic, photostatic, microfilm,
micro-card, miniature photographic or other similar process. The parties
hereto all/each agree that any such reproduction shall be admissible in
evidence as the original itself in any judicial or administrative
proceeding, whether or not the original is in existence and whether or not
such reproduction was made by a party in the regular course of business,
and that any enlargement, facsimile or further reproduction of such
reproduction shall likewise be admissible in evidence.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
ATTEST: Thrivent Financial Securities Lending Trust
/s/ Xxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxxxxxx
---------------------------------- ---------------------------------------
Name: Xxxx X. Xxxxx Name: Xxxxxxx X. Xxxxxxxxx
Title: Assistant Secretary Title: Treasurer, Duly Authorized
ATTEST: State Street Bank and Trust Company
/s/ Xxxxxxxx Xxxxxxxxx By: /s/ Xxxxxx X. Xxxxxx
---------------------------------- ---------------------------------------
Name: Xxxxxxxx Xxxxxxxxx Name: Xxxxxx X. Xxxxxx
Title: Vice President Title: Executive Vice President,
Duly Authorized
STATE STREET BANK AND TRUST COMPANY
FUND SERVICE RESPONSIBILITIES*
Responsibility
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Transfer
Service Performed Agent Fund
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1. Receives orders for the purchase of Shares. X
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2. Issue Shares and hold Shares in Shareholders accounts. X
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3. Receive redemption requests. X
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4. Effect transactions 1-3 above directly with broker-dealers. X
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5. Pay over monies to redeeming Shareholders. X
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6. Effect transfers of Shares. X
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7. Prepare and transmit dividends and distributions. X
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8. Issue Replacement Certificates. X
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9. Reporting of abandoned property. X
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10. Maintain records of account. X
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11. Maintain and keep a current and accurate control book for each issue
of securities. X
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12. Mail proxies. X
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13. Mail Shareholder reports. X
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14. Mail prospectuses to current Shareholders. X
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15. Withhold taxes on U.S. resident and non-resident alien accounts. X
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16. Prepare and file U.S. Treasury Department forms. X
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17. Prepare and mail account and confirmation statements for Shareholders. X
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18. Provide Shareholder account information. X
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Responsibility
---------------
Transfer
Service Performed Agent Fund
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19. Blue sky reporting. X
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* Such services are more fully described in Section 1.2 (a), (b) and (c) of
the Agreement.
ATTEST: Thrivent Financial Securities Lending Trust
/s/ Xxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxxxxxx
---------------------------------- ---------------------------------------
Name: Xxxx X. Xxxxx Name: Xxxxxxx X. Xxxxxxxxx
Title: Assistant Secretary Title: Treasurer, Duly Authorized
ATTEST: State Street Bank and Trust Company
/s/ Xxxxxxxx Xxxxxxxxx By: /s/ Xxxxxx X. Xxxxxx
---------------------------------- ---------------------------------------
Name: Xxxxxxxx Xxxxxxxxx Name: Xxxxxx X. Xxxxxx
Title: Vice President Title: Executive Vice President,
Duly Authorized
STATE STREET BANK AND TRUST COMPANY
INVESTOR REPORTING SERVICES FEE SCHEDULE
FOR
THRIVENT FINANCIAL SECURITIES LENDING TRUST
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I. ACCOUNT SERVICE FEE
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MONTHLY MAINTENANCE FE PER FUND - Charges for services outlined in the Services
Agreement. Each class is considered a "fund" and will be billed accordingly.
1 shareholder $ 500.00
2 - 10 shareholders $ 750.00
11 - 25 shareholders $1,000.00
26 - 35 shareholders $1,500.00
36 - 50 shareholders $2,000.00
51 - 200 shareholders $2,500.00
200 - 350 shareholders $5,000.00
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II. ACTIVITY BASED FEES
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TRADE PROCESSING (PER TRADE)
All transactions including purchases, redemptions, exchanges, transfers, and
dividends:
MANUAL $4.80 AUTOMATED $2.00
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III. OUT OF POCKET EXPENSES
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Out of pocket expenses include, but are not limited to: confirmations,
statements, mailing costs, telecommunication charges, and expenses incurred at
the specific direction of the fund.
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IV. REPORTING REQUESTS REQUIRING SYSTEMS ENHANCEMENTS
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The fund will incur the expense for all requests requiring customized
development from the vendor, Phoenix Systems, Inc. based on the quote provided
by the vendor.
The fund will incur the expense for all non-scheduled requests for reporting and
file extracts requiring system support at a cost of $150.00 per project hour, at
a minimum of $150.00.
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V. FEE ADJUSTMENTS
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Fees may be subject to a Cost-of-Living increase based on Local Consumer Price
Index, at any time after the one year anniversary of the date of this fee
schedule.
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VI. AUTHORIZATION
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THRIVENT FINANCIAL SECURITIES LENDING TRUST
By: /s/ Xxxxxxx X. Xxxxxxxxx
--------------------------------------------
Title: Vice President/Fund Treasurer
Date: 9/13/2004
STATE STREET BANK AND TRUST COMPANY
By: /s/ Xxxxx X. Power
--------------------------------------------
Title: Vice President
Officer of Investor Products and Services
Date: 9/17/2004
The above pricing structure is valid through
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