ACCOUNTING SERVICES AGREEMENT
ACCOUNTING SERVICES AGREEMENT, made as of the 1st day of April, 2003, (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 LB Series Fund, Inc., a corporation organized and existing under the laws of the State of Minnesota (the "Fund").
WHEREAS, the Fund 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 Board of Directors "the Board") of the Fund is authorized to issue shares of the following Portfolios as
separate investment Portfolios, each having a separate class of shares of capital stock:
o Opportunity Growth Portfolio
o FTI Small Cap Growth Portfolio
o MFS Mid Cap Growth Portfolio
o Mid Cap Growth Portfolio
o World Growth Portfolio
o FI All Cap Portfolio
o Growth Portfolio
o MFS Investors Growth Portfolio
o TRP Growth Stock Portfolio
o Value Portfolio
o High Yield Portfolio
o Income Portfolio
o Limited Maturity Bond Portfolio
o Money Market Portfolio
(the "Initial Portfolios," and together with all other series or Portfolios subsequently established by the Fund with respect
to which Thrivent Financial renders accounting and pricing services pursuant to the terms of this Agreement, being collectively
referred as the "Portfolios" and individually as a "Portfolio"); and
WHEREAS, the Fund desires to retain Thrivent Financial to furnish mutual fund accounting and pricing services to the Fund,
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 Fund hereby appoints Thrivent Financial to provide the accounting and pricing services with
respect to the Portfolios 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 Fund establishes one or more series of shares other than the Initial
Portfolios with respect to which the Fund desires to retain Thrivent Financial to render the Services hereunder, the
Fund 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 Fund in writing, whereupon such series shall become a Portfolio hereunder.
III. Compensation. The Fund 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 Fund, or make any commitments or incur any
liabilities on behalf of the Fund 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 Fund 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 Fund, or in the discharge of its overall responsibilities with respect to the
Services to be provided to the Fund.
VI. Records. Thrivent Financial shall maintain all books and records required to be maintained by the Fund pursuant to the
1940 Act and the rules and regulations promulgated thereunder with respect to transactions on behalf of the Portfolios.
VII. Reports to Fund by Thrivent Financial. Thrivent Financial shall provide the Fund, at such times as the Fund 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 Fund.
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, directors, 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 Fund or Portfolios 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 Fund or
Portfolios 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. Term of Agreement. This Agreement shall become effective with respect to the Initial Portfolios on the Effective Date
and, with respect to any additional Portfolio, on the date of receipt by the Fund of notice from Thrivent Financial in
accordance with Section II hereof that Thrivent Financial is willing to provide services with respect to such Portfolio.
Unless sooner terminated as provided herein, this Agreement shall continue in effect for one year from the Effective Date
with respect to the Initial Portfolios and, with respect to each additional Portfolio, for one year from the date on
which this Agreement becomes effective with respect to such Portfolio. Thereafter, this Agreement shall continue in
effect from year to year, with respect to the Portfolios, 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.
XI. Termination of Agreement. Notwithstanding the foregoing, this Agreement may be terminated by either party at any time
with respect to a Portfolio, without the payment of any penalty on at least 60 days' prior written notice to the other
party.
XII. 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.
XIII. 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 Fund to take any action contrary to its
Articles 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
Fund.
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
Fund 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.
LB SERIES FUND, INC.
By: _______________________
Xxxxxxx X. Xxxxxxxxx, Treasurer
THRIVENT FINANCIAL FOR LUTHERANS
By: ________________________
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 Fund covered by this Agreement:
(a) Maintain daily portfolio records for each series on a trade date basis using security trade information obtained by it
as Investment Adviser to the Fund, or communicated from a 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 Fund 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 Fund'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 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 Fund determine the net asset value of each series in accordance with the accounting policies
and procedures described in the current Prospectus of the Fund;
(f) On each business day of the Fund, 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;
(g) Issue daily reports detailing such per share information of each series to such persons 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 Fund
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; and
(d) Provide any other reports relating to tax matters for each series as reasonably requested from time to time by the Board.
SCHEDULE B
Portfolio Fee
Opportunity Growth Portfolio $ 50,000
FTI Small Cap Growth Portfolio $ 17,500
MFS Mid Cap Growth Portfolio $ 17,500
Mid Cap Growth Portfolio $ 50,000
World Growth Portfolio $ 60,000
FI All Cap Portfolio $ 17,500
Growth Portfolio $ 145,000
MFS Investors Growth Portfolio $ 17,500
TRP Growth Stock Portfolio $ 17,500
Value Portfolio $ 17,500
High Yield Portfolio $ 65,000
Income Portfolio $ 70,000
Limited Maturity Bond Portfolio $ 22,500
Money Market Portfolio $ 50,000
