ACCOUNTING SERVICES AGREEMENT
ACCOUNTING SERVICES AGREEMENT, made as of the 1st day of November, 2002, (the "Effective Date") by and between Thrivent Financial
for Lutherans, a fraternal benefit society organized and existing under the laws of the State of Wisconsin ("Thrivent
Financial"), and The Lutheran Brotherhood Family of Funds, a Delaware Business Trust (the "Trust").
WHEREAS, the Trust is engaged in business as an open-end investment company registered under the Investment Company Act of
1940, as amended ("1940 Act"); and
WHEREAS, the Trust is authorized to issue shares of the following series:
o Lutheran Brotherhood Opportunity Growth Fund
o Lutheran Brotherhood Mid Cap Growth Fund
o Lutheran Brotherhood World Growth Fund
o Lutheran Brotherhood Growth Fund
o Lutheran Brotherhood Fund
o Lutheran Brotherhood Value Fund
o Lutheran Brotherhood High Yield Fund
o Lutheran Brotherhood Income Fund
o Lutheran Brotherhood Municipal Bond Fund
o Limited Maturity Bond Fund
o Lutheran Brotherhood Money Market Fund
(the "Initial Funds," and together with all other series or Funds subsequently established by the Trust with respect to
which Thrivent Financial renders accounting and pricing services pursuant to the terms of this Agreement, being collectively
referred as the "Funds" and individually as a "Fund"); and
WHEREAS, the Board of Trustees (the "Board") of the Trust desires to retain Thrivent Financial to furnish mutual fund accounting
and pricing services to the Trust, and Thrivent Financial is willing to furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual promises herein set forth, the parties hereto agree as follows:
I. Appointment. (A) The Trust hereby appoints Thrivent Financial to provide the accounting and pricing services with respect
to the Funds as described in Schedule A (the "Services") for the period and on the terms set forth in this Agreement, and
(B) Thrivent Financial hereby accepts such appointment and agrees to render the services herein set forth, for the
compensation herein provided.
II. Additional Series. In the event that the Trust establishes one or more series of shares other than the Initial Funds with
respect to which the Trust desires to retain Thrivent Financial to render the Services hereunder, the Trust shall so notify
Thrivent Financial in writing, indicating the fee to be payable with respect to the additional series of shares. If
Thrivent Financial is willing to render such services on the terms provided for herein, it shall so notify the Trust in
writing, whereupon such series shall become a Fund hereunder.
III. Compensation. The Trust agrees to pay Thrivent Financial for the 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 B). 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.
IV. Employees. All personnel assigned by Thrivent Financial to perform the Services will be employees of Thrivent Financial or
its affiliates. Thrivent Financial will be considered, for all purposes an independent contractor, and it will not,
directly or indirectly, act as an agent, servant or employee of the Trust, or make any commitments or incur any liabilities
on behalf of the Trust without its prior written consent.
V. Use of the Services of Others. Thrivent Financial may, at its cost, employ, retain or otherwise avail itself of the
Services or facilities of other persons or organizations for the purpose of providing the Trust with such information or
Services as it may deem necessary, appropriate or convenient for the discharge of its obligations hereunder or otherwise
helpful to the Trust, or in the discharge of its overall responsibilities with respect to the Services to be provided to the
Trust.
VI. Records. Thrivent Financial shall maintain all books and records required to be maintained by the Trust pursuant to the
1940 Act and the rules and regulations promulgated thereunder with respect to transactions on behalf of the Funds.
VII. Reports to Trust by Thrivent Financial. Thrivent Financial shall provide the Trust, at such times as the Trust
may reasonably require, with reports relating to the Services provided by Thrivent Financial under this Agreement. Such
reports shall be of sufficient scope and in sufficient detail as may reasonably be required by the Trust.
VIII. Services to Other Clients. Nothing herein contained shall limit the freedom of Thrivent Financial or any affiliated person
of Thrivent Financial to render investment advice or administrative services to other investment companies, to act as
investment advisor or investment counselor to other persons, firms or corporations, or to engage in other business
activities.
IX. Limitation of Liability of Thrivent Financial. Neither Thrivent Financial nor any of its officers, trustees, or employees
(collectively, "Related Persons"), shall be liable for (i) any error of judgment or mistake of law or for any loss suffered
by the Trust or Funds or (ii) any error of fact or mistake of law contained in any report or data provided by Thrivent
Financial, except in each case for any error, mistake or loss resulting from negligence in the performance by Thrivent
Financial or such Related Person of Thrivent Financial's duties on behalf of the Trust or Funds pursuant to this Agreement.
Notwithstanding the foregoing, any stated limitations on liability shall not relieve Thrivent Financial from any
responsibility or liability Thrivent Financial may have under state or federal statutes or from responsibility or liability
for errors in connection with the execution of trade orders.
X. Limitation of Liability. The term "The Lutheran Brotherhood Family of Funds" means and refers to the Trustees from time to
time serving under the First Amended and Restated Master Trust Agreement of the Trusts dated September 1, 1993, as the same
may subsequently thereto have been, or subsequently hereto may be, amended (the "Trust Agreement"). 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 trust property of the Trust, as provided in the Trust
Agreement. The execution and delivery of this Agreement have been authorized by the Trustees and signed by the President of
the Trust, acting as such, and neither such authorization by such Trustees and shareholder 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 trust property of the
Trust as provided in the Trust Agreement. The obligations of any Fund hereunder shall be the exclusive obligation of that
Fund and Thrivent Financial can only look to the assets of that Fund to satisfy any debt or obligation incurred by that Fund
hereunder.
XI. Term of Agreement. This Agreement shall become effective with respect to the Initial Funds on the Effective Date and, with
respect to any additional Fund, on the date of receipt by the Trust of notice from Thrivent Financial in accordance with
Section II hereof that Thrivent Financial is willing to provide services with respect to such Fund. Unless sooner
terminated as provided herein, this Agreement shall continue in effect for one year from the Effective Date with respect to
the Initial Funds and, with respect to each additional Fund, for one year from the date on which this Agreement becomes
effective with respect to such Fund. Thereafter, this Agreement shall continue in effect from year to year, with respect to
the Funds, subject to the termination provisions and all other terms and conditions hereof, so long as such continuation
shall be specifically approved at least annually by the Board.
XII. Termination of Agreement. Notwithstanding the foregoing, this Agreement may be terminated by either party at any time with
respect to a Fund, without the payment of any penalty on at least 60 days' prior written notice to the other party.
XIII. Amendments, Waivers, etc. Provisions of this Agreement may be changed, waived, discharged or terminated only by an
instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is
sought. This Agreement (including any exhibits and schedules hereto) may be amended at any time by written mutual consent
of the parties, subject to the requirements of the 1940 Act and rules and regulations promulgated and orders granted
thereunder.
XIV. Miscellaneous.
A. Captions. The captions in this Agreement are included for convenience of reference only and in no way define or
delineate any of the provisions hereof or otherwise affect their construction or effect.
B. Interpretation. Nothing herein contained shall be deemed to require the Trust to take any action contrary to its
Trust Agreement 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.
C. Definitions. Any question of interpretation of any term or provision of this Agreement having a counterpart in or
otherwise derived from a term or provision of the 1940 Act shall be resolved by reference to such term or provision of
the 1940 Act and to interpretations thereof, if any, by the United States courts or, in the absence of any controlling
decision of any such court, by rules, regulations, or orders of the SEC validly issued pursuant to the 1940 Act.
Where the effect of a requirement of the federal securities laws reflected in any provision of this Agreement is
made less restrictive by a rule, regulation, or order of the SEC, whether of special or general application, such
provision shall be deemed to incorporate the effect of such rule, regulation, or order.
D. Governing Law. This Agreement shall be construed and governed by the laws of the state of Wisconsin.
E. Notices. All communications or notices required permitted by this Agreement shall be in writing and shall be deemed to
have been give at the earlier of the date when actually delivered to an officer of a party or when deposited in the
United States Mail, certified or registered mail, postage prepaid, return receipt requested, and addressed to the
principal place of business of such parties notifies the parties in accordance with this section of change of address.
F. Entire Agreement. This Agreement together with the Schedules hereto constitutes the entire agreement between the Trust
and Thrivent Financial with respect to the subject matter hereof. There are no restrictions, promises,
warranties, covenants or undertakings other than those expressly set forth herein and therein. This Agreement supersedes
all prior negotiations, agreements and undertakings between the parties with respect to such subject matter.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their respective officers thereunto duly
authorized and their respective corporate seals to be hereunto affixed, as of the day and year first above written.
THE LUTHERAN BROTHERHOOD
FAMILY OF FUNDS
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxxxxx, Treasurer
THRIVENT FINANCIAL FOR LUTHERANS
By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx, Senior Vice President
and Treasurer
SCHEDULE A
Services to be performed by Thrivent Financial:
1. Portfolio Accounting Services. Thrivent Financial shall provide the following portfolio accounting and reporting
services for each series of the Trust covered by this Agreement:
(a) Maintain daily portfolio records for each series on a trade date basis using security trade information communicated
from the Investment Adviser or Subadviser for the series;
(b) On each business day record the prices of the portfolio positions of each series as obtained from a source
approved by the Board;
(c) Record interest and dividend accrual balances each business day on the portfolio securities of each series and
calculate and record each series' gross earnings on investments for that day;
(d) Determine gains and losses on portfolio security sales on a daily basis for each series and identify such gains
and loses as short-short, short or long-term. Account for periodic distributions of gain to shareholders of
each series and maintain undistributed gain or loss balances as of each business day; and
(e) Provide each series with portfolio-based reports on the foregoing on a periodic basis as mutually agreed upon
between the Board and Thrivent Financial.
2. Expense Accrual. Thrivent Financial shall provide accounting and reporting services relating to the accrual of expenses
as described below for each series of the Trust covered by this agreement:
(a) On each business day, calculate the amounts of expense accrual for each series according to the methodology, rate
or dollar amount specified by the Board;
(b) Account for expenditures and maintain expense accrual balances for each series at a level of accounting detail
specified by the Board;
(c) Conduct periodic expense accrual reviews for each series as requested by the Board comparing actual expenses to
accrual amounts; and
(d) Issue periodic reports for each series detailing expense accruals and payments at the times requested by the Board.
3. Valuation and Financial Reporting Services. Thrivent Financial shall provide accounting and reporting services
relating to the net asset value of each series of the Trust's covered by this Agreement as described below:
(a) Account for purchases, sales, exchanges, transfers, dividend reinvestments and other activity relating to the shares
of each series as reported by the Trust's Transfer Agent on a daily basis;
(b) Provide the Investment Adviser and where applicable, the Subadviser a daily report of cash reserves available for
short term investing;
(c) Record daily the net investment income (earnings) for each series. Account for periodic distributions of
earnings to shareholders of each series and maintain undistributed net investment income balances as of each business
day;
(d) Maintain a general ledger for each series in the form specified by the Board and produce a set of financial
statements for each series as requested from time to time by the Board;
(e) On each business day of the Trust determine the net asset value of each series in accordance with the accounting
policies and procedures described in the current Prospectus of the Trust;
(f) 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 of each series on the basis of the number of shares outstanding as
reported by the Transfer Agent;
(g) Issue daily reports detailing such per share information of each series to such persons (including the Transfer
Agent and Distributor of the Trust's shares) as directed by the Board; and
(h) Issue to the Board monthly reports which document the adequacy of the accounting detail necessary to support
month-end ledger balances for each series.
4. Tax Accounting Services. Thrivent Financial shall provide the following tax accounting services for each series
of the Trust covered by this Agreement:
(a) Maintain tax accounting records for the investment portfolio of each series necessary to support IRS tax
reporting requirements for regulated investment companies;
(b) Maintain tax lot detail for the investment portfolio of each series;
(c) Calculate taxable gains and losses on sales of portfolio securities for each series using the tax cost basis
defined for the particular series;
(d) Issue reports to the Transfer Agent of each series detailing the taxable components of income and
capital gains distributions as necessary to assist such Transfer Agent in issuing reports to shareholders; and
(e) Provide any other reports relating to tax matters for each series as reasonably requested from time to time by the
Board.
SCHEDULE B
Fund Fee
Lutheran Brotherhood Opportunity Growth Fund $45,000
Lutheran Brotherhood Mid Cap Growth Fund $45,000
Lutheran Brotherhood World Growth Fund $45,000
Lutheran Brotherhood Growth Fund $27,500
Lutheran Brotherhood Fund $70,000
Lutheran Brotherhood Value Fund $27,500
Lutheran Brotherhood High Yield Fund $50,000
Lutheran Brotherhood Income Fund $50,000
Lutheran Brotherhood Municipal Bond Fund $50,000
Limited Maturity Bond Fund $32,500
Lutheran Brotherhood Money Market Fund $50,000
