DISTRIBUTION AGREEMENT THRIVENT CHURCH LOAN AND INCOME FUND

a)

The Trust hereby appoints the Distributor as its principal underwriter and agent to sell and to arrange for the sale of Shares in the manner contemplated by the Trust’s registration statement (“Registration Statement”) then in effect under the Securities Act of 1933, as amended (the “1933 Act”) and the 1940 Act.¹  The Distributor hereby accepts such appointment.  The Distributor shall use its best efforts to sell Shares of the Trust, but is not obligated to sell any specific number of Shares.  In discharging its duties, the Distributor may act directly and/or through the Trust’s transfer agent (or its designated agent) in the manner contemplated by the Trust’s Registration Statement.

b)

The Trust retains the right to make direct sales of Shares without sales charges consistent with the terms of the Registration Statement and applicable law, and to engage in other legally authorized transactions in Shares which do not involve the sale of Shares to the general public. Such other transactions may include, without limitation, transactions between the Trust and its shareholders only, transactions

 

involving the reorganization of the Trust, and transactions involving the merger or combination of the Trust with another corporation or trust.

c)

It is understood and agreed that the services of the Distributor hereunder are not exclusive, and the Distributor may act as principal underwriter for the shares of any other registered investment company within the Thrivent family of funds.

a)

The Distributor shall promptly transmit any orders for the purchase of Shares or repurchase requests received by the Distributor to the Trust or its transfer agent, or their designated agents.

c)

The Distributor shall offer and sell Shares, and effectuate repurchases of Shares,

d)

The Distributor shall offer and sell Shares, and effectuate repurchases of Shares, upon the terms and conditions set forth in the Trust’s Registration Statement and applicable repurchase offer or as the Trust acting through the Trust’s board of trustees may otherwise direct.  The Trust has adopted certain fundamental policies to operate as an “interval fund” pursuant to Rule 23c-3 under the 1940 Act.  The Distributor will act as agent for the Trust and take such actions and steps as are reasonably necessary to ensure that the Trust makes and conducts periodic repurchase offers in accordance with Rule 23c-3 and related policies adopted by the Trust.

e)

The Trust shall pay the total amount of the repurchase price as determined subject to the above paragraph pursuant to the instructions of the Distributor on or before the seventh day subsequent to the date on which the repurchase price is determined, as described in the Registration Statement. The proceeds of any repurchase of Shares shall be paid by the Trust as follows: (i) in the case of Shares subject to a deferred sales charge, any applicable deferred sales charge shall be paid to the Distributor, and the balance of the repurchase price amount shall be paid to or for the account of the shareholder submitting the repurchase request, in each case in accordance with applicable provisions of the Registration Statement; (ii) in the case of Shares subject to a redemption fee, any applicable redemption fee shall

 

be paid to the Trust, and the balance of the repurchase price amount shall be paid to or for the account of the shareholder submitting the repurchase request, in each case in accordance with applicable provisions of the Registration Statement; and (iii) in the case of all other Shares, proceeds shall be paid to or for the account of the shareholder submitting the repurchase request, in each case in accordance with applicable provisions of the Registration Statement.

f)

The above-mentioned sales charges shall be the entire compensation of the Distributor, except that the Distributor may also be compensated through payments under any plan of distribution adopted by the Trust pursuant to Rule 12b-1 under the 1940 Act.

a)

The Distributor shall take all appropriate efforts to solicit orders for the purchase of Shares and shall engage in such advertising and promotion as it believes to be appropriate to carry out such solicitation, as determined with the Trust from time to time. Such efforts may include, without limitation, the development and operation of a website to promote the sale of Shares.

b)

The Distributor shall be responsible for preparing, reviewing and providing advice on all sales literature (e.g., advertisements, brochures and shareholder communications) with respect to the Trust, and shall file with FINRA or the appropriate regulators all such materials as are required to be filed under applicable laws and regulations in compliance with such laws and regulations.

c)

The Distributor shall prepare reports for the Trust’s board of trustees or the Trust’s investment adviser, in such form, quantity and frequency as the Trust may reasonably request from time to time, regarding its activities under this Agreement, including reports regarding the use of distribution payments received by the Distributor pursuant to Rule 12b-1 under the 1940 Act, if any.

d)

The Distributor is authorized to enter into written agreements to authorize the sale of Shares (each a “Selling Agreement”) by banks, broker/dealers, financial advisors and other financial institutions, including but not limited to Thrivent Investment Management, Inc. and other affiliates of Thrivent Financial for Lutherans (each a “Financial Intermediary”), provided that the Trust shall approve the forms of such agreements.  In entering into and performing each Selling Agreement, the Distributor shall act as principal and not as agent for the Trust.  Should a Financial Intermediary fail to pay for a purchase order of Shares in accordance with the terms of the Trust’s prospectus and statement of additional information, the Trust shall be entitled to cancel the sale of such Shares; under such circumstances, the Distributor, and not the Trust, shall be responsible for any loss sustained as a result of the Financial Intermediary’s failure.  Should a Financial Intermediary breach any provision of its Selling Agreement with the Distributor, the Distributor shall use reasonable efforts to preserve any rights the

 

Trust may have to be indemnified by the Financial Intermediary under the Selling Agreement, including receiving prompt notification of the breach.

a)

The Trust shall be responsible for all fees and expenses relating to, and for using its best efforts to effect, the execution of documents, the provision of information, the amendment of the Trust’s Registration Statement and all other actions that may be necessary in connection with the registration of Shares under the 1933 Act and of the Trust under the 1940 Act.

b)

The Trust shall use its best efforts to notify such states as the Distributor and the Trust may approve of its intention to sell any appropriate number of its Shares; provided that the Trust shall not be required to amend its Declaration of Trust or By-Laws to comply with the laws of any state, to maintain an office in any state, to change the terms of the offering of its Shares in any state from the terms set forth in its Registration Statement, to qualify as a foreign corporation in any state or to consent to service of process in any state other than with respect to claims arising out of the offering of its Shares. Any such notification may be withheld, terminated or withdrawn by the Trust at any time in its discretion.

c)

The Trust shall, at its expense, keep the Distributor fully informed with regard to its affairs and in connection therewith shall furnish to the Distributor copies of all information, financial statements and other papers which the Distributor may reasonably request for use in connection with the distribution of Shares, including such reasonable number of copies of its prospectus and annual and semi-annual reports as the Distributor may request and shall cooperate fully in the efforts of the Distributor to sell and arrange for the sale of the Shares and in the performance of the Distributor under this Agreement.

d)

The Trust agrees to advise the Distributor as promptly as is reasonably practicable of any stop order issued by the SEC that suspends the effectiveness of the Registration Statement or of the initiation of any proceeding for that purpose. Should such a stop order be issued by the SEC, no Shares shall be offered by either the Distributor or the Trust under any of the provisions of this Agreement and no orders for the purchase or sale of Shares hereunder shall be accepted by the Trust for as long as (i) the effectiveness of the Registration Statement or any necessary amendments thereto is suspended under any of the provisions of the 1933 Act, and/or (ii) a current prospectus, as required by Section 10(b) of the 1933 Act is not on file with the SEC; provided, however, that nothing contained herein shall in any way restrict or have any bearing on the Trust’s obligation to process orders and repurchase Shares from any shareholder in accordance with the provisions of the Trust’s Registration Statement or the Trust’s Declaration of Trust.

a)

With respect to all matters related to this Agreement, the Distributor shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the 1933 Act, the 1934 Act, the 1940 Act, the regulations of FINRA and all other applicable federal and state laws, rules and regulations. The Distributor shall provide the Trust with such certifications, reports and other information as the Trust may reasonably request from time to time to assist it in compliance with, and monitoring for compliance with, such laws, rules and regulations, including without limitation Rule 38a-1 under the 1940 Act. The Distributor acknowledges that it is a principal underwriter within the meaning of Rule 38a-1.  The Distributor shall comply with all policies and procedures as the Trust provides to it from time to time.

b)

The Distributor shall furnish to the Trust all such information and materials relating to its affairs as may be required by the Trust in connection with the qualification of Shares for sale under the so-called “blue sky” laws of states where Shares are sold.

c)

With respect to all matters related to this Agreement, the Trust shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the 1933 Act, the 1934 Act, the 1940 Act, the regulations of FINRA and all other applicable federal and state laws, rules and regulations.  The Trust shall provide to the Distributor such policies and procedures, and any amendments thereto, that it requires the Distributor to comply with in carrying out the services contemplated by this Agreement.

a)

At its own expense, the Distributor shall finance any and all activities that it deems reasonable and to be primarily intended to result in the sale of Shares, including, but not limited to the costs and expenses of:  (i) advertising and marketing including all FINRA filing fees in connection with communications with the public; (ii) compensation of underwriters, dealers, sales personnel and other Financial Intermediaries; (iii) preparing, printing and distributing of any sales materials used by the Distributor in connection with offering Shares for sale to the public as contemplated by this Agreement, including the additional cost of printing copies of Trust prospectuses and of annual and semi-annual reports to shareholders other than copies thereof required for distribution to current shareholders or for filing with the SEC and any other federal securities regulator; and (iv) the expenses of registration or qualification of the Distributor as a broker or dealer under applicable state and federal law, as well as the expenses of maintaining such registration or qualification.

b)

The Trust shall bear all other fees and expenses related to the continuous offering and periodic repurchase of Shares, including those arising from: (i) conducting

 

any repurchase offers for Shares of the Trust pursuant to Rule 23c-3 under the 1940 Act or otherwise; (ii) fees and disbursements of its counsel and accountants; (iii) the preparation, printing and distribution of Trust prospectuses, statements of additional information, annual and semi-annual reports and proxy materials in such number as is required for distribution to current shareholders and filing with the SEC and any other federal securities regulator; and (iv) the qualification of Shares for sale under the securities laws of states or other jurisdictions where Shares are sold at the direction of the Trust or upon recommendation of the Distributor, as agreed to by the Trust.

 

c)

The Trust shall be responsible for all fees and expenses related to, and for using its best efforts to effect all actions related to, as provided in Section 4(b) above, the qualification of Shares for sale under the so-called “blue sky” laws of states where Shares are sold at the direction of the Trust or upon recommendation of the Distributor, as agreed to by the Trust.

a)

The Trust represents to the Distributor as follows, that:

i.

 

all registration statements regarding Shares and all Trust shareholder reports filed by the Trust with the SEC have been, and will continue to be, prepared in conformity with the requirements of the 1933 Act, the 1934 Act and the 1940 Act, as applicable, and all applicable rules and regulations of the SEC thereunder;

 

 

 

ii.

 

each registration statement, upon its effectiveness, and any shareholder report, upon its filing, will contain all statements required to be stated therein by the 1933 Act, the 1934 Act and the 1940 Act, as applicable, and all rules and regulations of the SEC thereunder; and

 

 

 

iii.

 

no registration statement, upon its effectiveness, and no shareholder report, upon its filing, will include any untrue statement of a material fact or any omission of a material fact without which the statements included there are misleading to a purchaser of Shares;

 

 

 

b)

The Trust authorizes the Distributor and authorized Financial Intermediaries to use any prospectus or statement of additional information in the form furnished from time to time in connection with the sale of Shares and represented by the

 

Trust as being the then-current form of prospectus or then-current form of statement of additional information.

a)

Indemnification of Trust. The Distributor agrees to indemnify and hold harmless the Trust and each of its present or former trustees, officers, employees, representatives and each person, if any, who controls or previously controlled the Trust within the meaning of Section 15 of the 1933 Act, against any and all losses liabilities, damages, claims or expenses (including the reasonable costs of investigating or defending against any alleged loss, liability, damage, claims or expense and reasonable legal counsel fees incurred in connection therewith) to which the Trust or any such person may become subject under the 1933 Act, under any other statute, at common law, or otherwise, arising out of the acquisition of any Shares by any person which (i) may be based upon any wrongful act by the Distributor or any of the Distributor's directors, officers, employees or representatives, or (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement, prospectus, shareholder report or other information covering Shares filed or made public by the Trust or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon information furnished to the Trust by the Distributor.  In no case (i) is the Distributor's indemnity in favor of the Trust, or any person indemnified to be deemed to protect the Trust or such indemnified person against any liability to which the Trust or such person would otherwise be subject by reason of willful misfeasance, bad faith, or negligence in the performance of his duties or by reason of his reckless disregard of his obligations and duties under this Agreement or (ii) is the Distributor to be liable under its indemnity agreement contained in this Paragraph with respect to any claim made against the Trust or any person indemnified unless the Trust or such person, as the case may be, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim have been served upon the Trust or upon such person (or after the Trust or such person shall have received notice to. such service on any designated agent.)  However, failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which the Distributor may have to the Trust or any person against whom such action is brought otherwise than on account of the Distributor's  indemnity agreement contained in this Section.

b)

The Distributor shall be entitled to participate, at its own expense, in the defense, or, if the Distributor so elects, to assume the defense of any suit brought to endorse any such claim, but, if the Distributor elects to assume the defense, such defense shall be conducted by legal counsel chosen by the Distributor and satisfactory to the Trust and to the defendant or defendants who are entitled to such indemnification.  In the event that the Distributor elects to assume the defense of any suit and retain legal counsel, the Trust and the defendant or defendants who are entitled to such indemnification, shall bear the fees and expenses of any additional legal counsel retained by them. If the Distributor                       

c)

Indemnification of the Distributor.  The Trust agrees to indemnify and hold harmless the Distributor and each of its present or former directors, officers, employees, representatives and each person, if any, who controls or previously controlled the Distributor within the meaning of Section 15 of the 1933 Act, under any other statute, at common law, or otherwise, arising out of the acquisition of any Shares by any person which (i) may be based upon any wrongful act by the Trust or any of the Trust’s trustees, officers, employees or representatives (other than the Distributor), or (ii) may be based upon any untrue statement or alleged untrue statement or a material fact contained in a Registration Statement, prospectus, shareholder report or other information covering Shares filed or made public by the Trust or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading unless such statement or omission was made in reliance upon information furnished to the Trust by the Distributor. In no case (i) is the Trust’s indemnity in favor of the Distributor, or any person indemnified to be deemed to protect the Distributor or such indemnified person against any liability to which the Distributor or such person would otherwise be subject by reason of willful misfeasance, bad faith, or  negligence in the performance of his duties or by reason of his reckless disregard of his obligations and duties under this Agreement or (ii) is the Trust to be liable under its indemnity agreement contained in this Section with respect to any claim made against the Distributor or person indemnified unless the Distributor, or such person, as the case may be, shall have notified the Trust in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or upon such person (or after the Distributor or such person shall have received notice of such service on any designated agent.)  However, failure to notify the Trust of any such claim shall not relieve the Trust from any liability which the Trust may have to the Distributor or any person against whom such action is brought otherwise than on account of the Trust's indemnity contained in this Section.

d)

The Trust shall be entitled to participate, at its own expense, in the defense, or, if the Trust so elects, to assume the defense of any suit brought to enforce any such claim, but if the Trust elects to assume the defense, such defense shall be conducted by legal counsel chosen by the Trust and satisfactory to the Distributor and to the defendant or defendants entitled to such indemnification.  In the event that the Trust elects to assume the defense of any suit and retain legal counsel, the Distributor and the defendant or defendants entitled to such indemnification, shall bear the fees and expenses of any additional legal counsel retained by them.  If the Trust does not elect to assume the defense of any such suit, the Trust will reimburse the Distributor and the defendant or defendants entitled to such indemnification for the reasonable fees and expenses of any

 

legal counsel retained by them.  The Trust agrees to promptly notify the Distributor of the commencement of any litigation or proceedings against it or any of its trustees, officers, employees, or representatives in connection with the issue or sale of any Shares.

a)

The Trust and the Distributor, and the affiliates of each, may have access to, and shall keep confidential, any and all information relating to the other party’s business (“Confidential Information”).  Confidential Information shall include, without limitation:  (a) any data or information that is material and nonpublic or otherwise competitively sensitive material, and not generally known to the public, including, but not limited to, information about marketing strategies, trading strategies, customer relationships, customer profiles, customer lists, sales estimates, business plans, non-public performance results, or portfolio holdings; (b) all confidential or proprietary concepts, documentation, reports, data, specifications, computer software, source code, object code, flow charts, databases, inventions, know‑how, and trade secrets, whether or not patentable or copyrightable; and (c) all information within the meaning of term “nonpublic personal information” as defined in Regulation S-P or a successor regulation.

b)

The Trust and the Distributor each agree to not disclose or use Confidential Information other than in the course of ordinary business as necessary carry out the activities contemplated by this Agreement.  Prior to any disclosure of Confidential Information as required by law, each of the Trust and the Distributor will notify the other party of any actual or threatened legal compulsion of disclosure and any actual legal obligation of disclosure immediately upon becoming so obligated and cooperate with the other party’s reasonable, lawful efforts to resist, limit or delay disclosure.  Information shall not be subject to the confidentiality established by this Agreement if it is:  (a) in the public domain; (b) known to a party prior to the time of disclosure by the other party; (c) lawfully and rightfully disclosed to a party by a third party on a non-confidential basis; (d) developed by a party without reference to Confidential Information; or (e) required to be disclosed by a court or governmental agency having jurisdiction over the Distributor.

c)

Each of the Trust and the Distributor represent that it has adopted policies and procedures related to the protection of non-public personal information pursuant to Regulation S-P, and will comply with Regulation S-P in all material respects, including, but not limited to:  the obligation to provide appropriate administrative, technical and physical safeguards reasonably designed to insure the security and confidentiality of customer records and information; to protect against any anticipated threats or hazards to the security or integrity of customer records and information; and to protect against unauthorized access to or use of customer records or information that could result in substantial harm or inconvenience to any customer.

d)

The Distributor agrees to implement and maintain policies and procedures reasonably designed to prevent, detect and respond to cybersecurity threats and to implement such internal controls and other safeguards as are necessary to prevent any unauthorized use of the Trust’s recordkeeping systems, and those of its transfer agent, accessed via any computer hardware or software provided to the Distributor by the Trust, its transfer agent and/or their affiliates.

a)

This Agreement will become effective as of August 29, 2018 and, unless sooner terminated as provided herein, shall continue in effect for an initial period of two years from such date. This Agreement shall thereafter continue from year to year, provided such continuance is specifically approved at least annually by (a) the Trust’s board of trustees, or (b) a vote of a majority (as defined in the ▇▇▇▇ ▇▇▇) of the outstanding voting securities of the Trust, provided that in either event the continuance is also approved by the majority of the trustees of the Trust who are not parties to this Agreement or interested persons (as defined in the ▇▇▇▇ ▇▇▇) of any such party, by vote cast in person at a meeting called for the purpose of voting on such approval. The Distributor shall furnish to the Trust, promptly upon its request, such information as may be reasonably necessary to evaluate the terms of this Agreement or any extension, renewal or amendment thereof.

b)

This Agreement is terminable with respect to the Trust, without penalty, on not less than sixty (60) days’ written notice (which notice may be waived by the receiving party), by the Trust’s board of trustees, by vote of a majority (as defined in the ▇▇▇▇ ▇▇▇) of the outstanding voting securities of the Trust, or by the Distributor. This Agreement will also terminate automatically in the event of its assignment (as defined in the 1940 Act). Upon termination, the obligations of the parties under this Agreement shall cease except for unfulfilled obligations and liabilities arising prior to termination and the provisions of Sections 2, 6, 8, 9(a) and 9(b) hereof.

a)

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 an enforcement of the change, waiver, discharge or termination is sought.

b)

This Agreement shall be governed by the laws of the State of Delaware, without giving effect to any conflict of laws provisions thereof.

c)

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.

 

THRIVENT CHURCH LOAN AND INCOME FUND

 

 

 

 

 

By: /s/ ▇▇▇▇▇ ▇. Royal                                                

 

Name:  ▇▇▇▇▇ ▇. Royal

 

Title: President

Name:  ▇▇▇▇ ▇▇▇▇▇▇

Title: Chief Executive Officer