DRAFT
ADMINISTRATION CONTRACT
THE LB SERIES FUND, INC.
This Agreement is made as of this ___ day of __________, ____, between Thrivent Financial for Lutherans,
a fraternal benefit society organized under the laws of the State of Wisconsin ("Thrivent"), as provider of
administrative management and services, and the LB Series Fund, Inc., a Minnesota corporation (the "Corporation").
WHEREAS, the Corporation engages in business as an open-end management investment company and is so
registered under the Investment Company Act of 1940, as amended ("1940 Act"); and
WHEREAS, the Corporation is authorized to issue shares of beneficial interest in separate series with
each such series representing interests in a separate portfolio of securities and other assets; and
WHEREAS, the Corporation presently offers shares in fourteen (14) series, Small Cap Growth Portfolio,
Opportunity Growth Portfolio, Mid Cap Select Growth Portfolio, Mid Cap Growth Portfolio, World Growth Portfolio,
All Cap Portfolio, Growth Portfolio, Investors Growth Portfolio, Growth Stock Portfolio, Value Portfolio, High
Yield Portfolio, Income Portfolio, Limited Maturity Bond Portfolio and Money Market Portfolio, such fourteen
series (the "Initial Funds"), together with all other series subsequently established by the Corporation with
respect to which Thrivent services pursuant to the terms of this Agreement, being herein collectively referred to
as the "Funds" and individually as a "Fund"; and
WHEREAS, Thrivent is an investment adviser of mutual funds, and has the experience and competence to
provide administrative management and service to each of the Funds; and
WHEREAS, the Corporation desires to retain Thrivent to furnish administrative management and services to
each of the Funds and Thrivent is willing to furnish such administrative management and services;
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, it is agreed
between the parties hereto as follows:
1. Appointment and Acceptance. The Corporation appoints Thrivent as administrative manager of each of
the Initial Funds, and Thrivent accepts such appointment and agrees to render the services hereby set forth for
the compensation herein provided.
In the event that the Corporation establishes one or more series of shares other than the Initial Funds
with respect to which it desires to retain Thrivent to render administrative services hereunder, it shall notify
Thrivent in writing (the "Notice"). If Thrivent is willing to render such services on the terms provided for
herein, it shall execute and deliver the Notice to the Trust whereupon such series of shares shall become a Fund
hereunder and said Notice shall be attached to this Agreement and when attached shall be a part hereof.
2. Duties of Administrative Manager. Thrivent will provide or procure administrative services from
one or more of its subsidiaries or other vendors as appropriate for the Corporation and each of the Funds and, in
so doing, will act in conformity with the Articles of Incorporation and Bylaws of the Corporation, the current
registration statement of the Trust, the requirements of the 1940 Act and all other applicable federal and state
laws and regulations.
3. Administrative Services. The term "administrative services" means all services necessary to
conduct the business operations of the Corporation and each of the Funds, except those certain services that are
provided to the Trust and each of the Funds pursuant to the following contracts:
Investment Advisory Contract
Custodian Contract
NAV Accounting Agreement
Administrative Services include, but are not necessarily limited to, the following:
(a) Preparation and filing of all material required by the Securities and Exchange Commission and state
regulatory authorities such as registration statements, proxy materials, audited and unaudited
financial statements, Forms N-SAR 24f-2 filings, and other similar documents;
(b) Preparation and filing of federal and state tax returns;
(c) Internal auditing services;
(d) In-house legal services and regulatory compliance services;
(e) Oversight of transfer agent function;
(f) Maintenance and retention of all Corporate charter documents and the filing of all documents required to
maintain the Corporation's status as a Minnesota Corporation;
(g) Arrangement of, and preparation and dissemination of all materials for, meetings of the
Corporation's Board of Directors and committees thereof, preparation and retention of all
minutes and other records thereof, and preparation of other reports as requested by the Board
of directors;
(h) Coordination and handling of accounting, legal and regulatory audits and examinations and
preparation or management of the preparation of responses to all inquires by regulatory
agencies, the press and the general public concerning the business and affairs of the
Corporation and the Funds, including handling and resolution of any investigations, actions or
proceedings initiated against the Corporation by any regulatory authority and responses to
subpoenas and tax levies;
(i) Calculation of dividends and capital gains distributions for each Fund;
(j) Preparation of each Fund's performance calculations and responding to surveys conducted by
third parties (e.g., Lipper, Morningstar, etc.) and reporting of each Fund's performance and
other portfolio information in response thereto;
(k) Administration of the Corporation's Code of Ethics;
(l) Administration of operating policies of the Corporation and recommendations to the
Corporation's officers and Board of Directors of modifications to such policies to facilitate
the protection of shareholders or the market competitiveness of the Corporation and each Fund
and, to the extent necessary, to comply with new legal or regulatory requirements;
(m) Monitoring or arranging for the monitoring of legal, tax, regulatory and industry developments
related to the business affairs of the Corporation and communicating such developments to the
Corporation's officers and Board of Directors as they may reasonably request or as Thrivent
believes appropriate; and
(n) Filing of claims, monitoring of class actions involving portfolio securities, and handling
administrative matters in connection with the litigation or settlement of such claims with
respect to any Fund.
4. Price. For receiving Administrative Services under this Agreement,
whether such services are provided by Thrivent or other vendors, the Corporation will pay Thrivent a fee equal to
0.03 percent (0.03%) of each Fund's average annual daily net assets. The fee of each Fund shall be accrued at
the rate of 1/365th of the annual rate applied to the daily net assets of such Fund computed as described in the
Prospectus for each Fund, and in the case of days when the net asset value of a Fund is not computed, as of the
last preceding day on which the net asset value for that Fund was computed.
The fee so accrued during each calendar month shall be paid to Thrivent monthly in arrears. In no event
will the charges for administrative services for any Fund during a fiscal year exceed 0.03 percent (0.03%) of the
Fund's total net assets at the end of the fiscal year. The cost of any administrative expenses in excess of 0.03
percent (0.03%) of any the Fund's net assets at the end of any fiscal year will be borne by Thrivent.
5. Books and Records. Thrivent agrees to provide reports and records reasonably necessary for the
Board of Directors of the Corporation to determine the accuracy of any item of expense charged to the Corporation
by Thrivent pursuant to this agreement. Thrivent agrees (a) that all records which it maintains for the
Corporation are the property of the Corporation and shall surrender promptly to the Corporation any such records
upon written request, and (b) to properly retain all records required to be maintained.
6. Services Not Exclusive. The services furnished by Thrivent hereunder are not to be deemed
exclusive to the Corporation and Thrivent shall be free to furnish similar and other services to others.
7. Audit, Inspection and Visitation. Thrivent shall make available during regular business hours all
records and other data created and maintained pursuant to the provisions of this Agreement for the reasonable
audit and inspection by the Corporation, any person retained by the Corporation, or any regulatory agency having
authority over the Corporation.
8. Limitation of Liability of Thrivent and Verification of Information. Thrivent shall not be liable
for any error of judgment or mistake of law for any loss suffered by the Corporation or any Fund in connection
with the matters to which this Agreement relates except a loss resulting from negligence on its part or the part
of any subsidiary in the performance of service under this Agreement.
9. Duration and Termination.
(a) This Agreement shall become effective on the date hereof, provided that it has been approved on
behalf of the Funds by a majority of the Directors of the Corporation including a majority of
the Corporation's disinterested Directors.
(b) This Agreement shall continue in effect for one year from the above effective date unless
sooner terminated as provided herein. Thereafter, this Agreement shall continue for successive
periods of twelve months each, provided that such continuance is approved at least annually by
a majority of the Directors of the Corporation including a majority of the Corporation's
disinterested Directors.
(c) This Agreement may be terminated on behalf of the Corporation or any Fund at any time, without
the payment of any penalty, by vote of a majority of the Corporation's Directors or by vote of
a majority of the outstanding voting securities of the terminating Fund on sixty days' written
notice to Thrivent. Thrivent may terminate this Agreement without the payment of any penalty,
on sixty days' written notice to the Corporation or any particular Fund. Termination of this
Agreement with respect to a particular Fund shall not affect this Agreement's continuation with
respect to any non-terminating Fund or the Corporation.
10. Amendment of This Agreement. No provision of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party against which enforcement of the
change, waiver, discharge or termination is sought, and no amendment of this Agreement shall be effective until
approved by a majority of the Directors of the Corporation including a majority of the Corporation's
disinterested Directors, or by a vote of a majority of the outstanding voting securities of the Corporation.
11. Use of the Names. The Corporation shall not use the names of Thrivent in any material without
prior approval by Thrivent. Thrivent hereby consents to the use of its name which merely refers in accurate
terms to its appointment hereunder or which is required by the Securities and Exchange Commission or other
regulatory authorities.
12. Relations With Corporation. Subject to and in accordance with the Articles of Incorporation and
By-Laws of the Corporation it is understood that Directors, officers, agents and shareholders of the Corporation
are or may be interested in Thrivent as directors, officers, or otherwise, that directors, officers, agents and
members of Thrivent (or any successors) are or may be interested in the Corporation as Directors, officers,
shareholders or otherwise, that Thrivent (or any successor thereof) is or may be interested in the Corporation as
a shareholder or otherwise and that the effect of any such adverse interests shall be governed by said Agreement.
13. Limitation of Liability. It is expressly agreed that the obligations of the Corporation hereunder
shall not be binding upon any of the Directors, shareholders, nominees, officers, agents or employees of the
Corporation personally, but shall bind only the property of the Corporation. The execution and delivery of this
Agreement have been authorized by the Directors and signed by an authorized officer of the Corporation, acting as
such, and neither such authorization by such Directors nor such execution and delivery by such officer shall be
deemed to have been made by any of them personally, but shall bind only the property of the Corporation. The
obligations of any Fund hereunder shall be the exclusive obligation of that Fund and Thrivent can only look to
the assets of that Fund to satisfy any debt or obligation incurred by that Fund hereunder.
14. Miscellaneous. The captions in this Agreement are included for convenience of reference only and
in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. If
any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise,
the remainder of this Agreement shall not be affected thereby.
15. Choice of Law. This agreement shall be construed in accordance with the laws of the State of
Minnesota and any applicable federal law.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by their officers
designated below as of the day and year first above written.
LB SERIES FUND, INC. THRIVENT FINANCIAL
FOR LUTHERANS
By: By:
ATTEST: ATTEST:
