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