TRANSFER AGENCY AND SERVICE AGREEMENT
between
THRIVENT FINANCIAL SECURITIES LENDING TRUST
and
STATE STREET BANK AND TRUST COMPANY
TABLE OF CONTENTS
Page
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 7
8. Covenants of the Fund and the Transfer Agent 7
9. Termination of Agreement 8
10. Additional Funds 9
11. Assignment 9
12. Amendment 9
13. Massachusetts Law to Apply 9
14. Force Majeure 9
15. Consequential Damages 10
16. Merger of Agreement 10
17. Counterparts 10
18. Reproduction of Documents 10
TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the _______ day of August, 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 [__________] (each 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:
(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: (i) 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 and (ii) provide a system which will enable the Fund to
monitor the total number of Shares sold in each State.
(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 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 with such authorized persons that any instructions received after close of
market by persons having trading authority over the Fund shall be processed on the next
trading day.
(d) Procedures as to who shall provide certain of these services in 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. 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. 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.
18. 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.
19. 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
__________________________ By:__________________________________
Name: Name:
Title: Title: , Duly Authorized
ATTEST: State Street Bank and Trust Company
__________________________ By:__________________________________
Name: Name:
Title: Title: , Duly Authorized
STATE STREET BANK AND TRUST COMPANY
FUND SERVICE RESPONSIBILITIES*
Responsibility
Transfer
Service Performed Agent Fund
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1. Receives orders for the purchase of Shares.
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2. Issue Shares and hold Shares in Shareholders accounts.
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3. Receive redemption requests.
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4. Effect transactions 1-3 above directly with broker-dealers.
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5. Pay over monies to redeeming Shareholders.
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6. Effect transfers of Shares.
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7. Prepare and transmit dividends and distributions.
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8. Issue Replacement Certificates.
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9. Reporting of abandoned property.
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10. Maintain records of account.
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11. Maintain and keep a current and accurate control book for each
issue of securities.
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12. Mail proxies.
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13. Mail Shareholder reports.
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14. Mail prospectuses to current Shareholders.
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15. Withhold taxes on U.S. resident and non-resident alien accounts.
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16. Prepare and file U.S. Treasury Department forms.
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17. Prepare and mail account and confirmation statements for
Shareholders.
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18. Provide Shareholder account information.
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19. Blue sky reporting.
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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
__________________________ By:__________________________________
Name: Name:
Title: Title: , Duly Authorized
ATTEST: State Street Bank and Trust Company
__________________________ By:__________________________________
Name: Name:
Title: Title: , Duly Authorized
