Form of Sub-advisory Agreement
INVESTMENT SUB-ADVISORY AGREEMENT
By and Among
Thrivent Financial for Lutherans
and
LB Series Fund, Inc.
and
[Sub-adviser]
INVESTMENT SUBADVISORY AGREEMENT, made as of the ___ day of ________, 200_, (the "Effective Date") by and
among Thrivent Financial for Lutherans, a fraternal benefit society organized and existing under the laws of
the State of Wisconsin ("Adviser"), LB Series Fund, Inc., a corporation organized and existing under the laws
of the State of Minnesota ("Fund"), and __________________________, a ______________ organized and existing
under the laws of the State of ____________ ("Sub-adviser").
WHEREAS, Adviser has entered into an Investment Advisory Agreement dated as of the ____ day of _________,
200_ ("Advisory Agreement") with the Fund, which 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 Fund is authorized to issue shares of the _________ Portfolio ("Portfolio"), a separate series
of the Fund; and
WHEREAS, Sub-adviser is engaged principally in the business of rendering investment supervisory management
services and is registered as an investment adviser under the Investment Advisers Act of 1940, as amended
("Advisers Act"); and
WHEREAS, the Fund and Adviser desire to retain Sub-adviser as Sub-adviser to furnish certain investment
advisory services to Adviser and the Portfolio and Sub-adviser 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) Adviser hereby appoints Sub-adviser as its investment Sub-adviser with respect to
the Portfolio for the period and on the terms set forth in this Agreement, and (B) Sub-adviser
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 Portfolio with respect to which Adviser desires to retain Sub-adviser to render investment
advisory services hereunder, Adviser shall so notify Sub-adviser in writing, indicating the advisory
fee to be payable with respect to the additional series of shares. If Sub-adviser is willing to
render such services on the terms provided for herein, it shall so notify Adviser in writing,
whereupon such series shall become a Portfolio hereunder.
III. Duties of Sub-adviser.
A. Sub-adviser is hereby authorized and directed and hereby agrees to (i) furnish continuously
an investment program for the Portfolio, and (ii) determine from time to time what
investments shall be purchased, sold or exchanged and what portion of the assets of the
Portfolio shall be held uninvested. Sub-adviser shall perform these duties subject always
to (1) the overall supervision of Adviser and the Board of Directors of the Fund (the
"Board"), (2) the Fund's Articles and By-laws (as defined below), as amended from time to
time, (3) the stated investment objectives, policies and restrictions of the Portfolio as
set forth in the Fund's then current Registration Statement (as defined below), (4) any
additional policies or guidelines established by Adviser or Board that have been furnished
in writing to Sub-adviser, (5) applicable provisions of law, including, without limitation,
all applicable provisions of the 1940 Act and the rules and regulations thereunder, and (6)
the provisions of the Internal Revenue Code of 1986, as amended (the "Code") applicable to
"regulated investment companies" (as defined in Section 851 of the Code), as amended from
time to time. In accordance with Section VII, Sub-Adviser shall arrange for the execution
of all orders for the purchase and sale of securities and other investments for the
Portfolio's account and will exercise full discretion and act for the Fund in the same
manner and with the same force and effect as the Fund might or could do with respect to such
purchases, sales, or other transactions, as well as with respect to all other things
necessary or incidental to the furtherance or conduct of such purchases, sales, or other
transactions, including without limitation, management of cash balances in the Portfolio.
B. Sub-adviser shall have no responsibility with respect to maintaining custody of the
Portfolios assets. Sub-adviser shall affirm security transactions with central depositories
and advise the custodian of the Portfolio ("Custodian") or such depositories or agents as
may be designated by Custodian and Adviser promptly of each purchase and sale of a portfolio
security, specifying the name of the issuer, the description and amount or number of shares
of the security purchased, the market price, the commission and gross or net price, the
trade date and settlement date and the identity of the effecting broker or dealer.
Sub-adviser shall from time to time provide Custodian and Adviser with evidence of authority
of its personnel who are authorized to give instructions to Custodian.
C. Unless Adviser advises Sub-adviser in writing that the right to vote proxies has been
expressly reserved to Adviser or the Fund or otherwise delegated to another party,
Sub-adviser shall exercise voting rights incident to any securities held in the Portfolio
without consultation with Adviser or Fund, provided that Sub-adviser will follow any written
instructions received from Adviser or Fund with respect to voting as to particular issues.
Sub-adviser shall further respond to all corporate action matters incident to the securities
held in the Portfolio including, without limitation, proofs of claim in bankruptcy and class
action cases and shelf registrations.
D. Sub-adviser shall consult with Adviser to develop strategic marketing plans for the Fund on
or before November 30 in each year for the following calendar year with respect to the
Portfolio and the variable contract for which it provides an underlying investment choice.
Sub-adviser shall coordinate all marketing support efforts with Adviser, including, without
limitation, the promotion of products, training of Adviser's field force, seminars promoting
the Portfolio and preparation of presentations for clients (collectively referred to as the
activities of "Wholesalers"). Wholesalers' participation in on-site presentations, sales
desk training, conferences, and portfolio manager conference calls shall first be approved
by Adviser. Sub-adviser shall not include Adviser's field force in any sales contest and
other incentive promotions sponsored by Sub-adviser without Adviser's prior written
approval. Sub-adviser shall also, from time-to-time, provide such additional marketing
support such as Adviser may reasonably request, including, without limitation, assistance in
product roll-outs, on-going product training and sales support, and development of sales
strategies.
E. Upon request of Custodian and/or Fund, Sub-adviser shall provide assistance in connection
with the determination of the fair value of securities in the Portfolio for which market
quotations are not readily available.
F. In the performance of its duties hereunder, Sub-adviser is and shall be an independent
contractor and except as expressly provided for herein or otherwise expressly provided or
authorized shall have no authority to act for or represent the Portfolio or the Fund in any
way or otherwise be deemed to be an agent of the Portfolio, the Fund or of Adviser.
IV. Compensation. For the services provided pursuant to this Agreement, Sub-adviser shall receive an
investment management fee as set forth in Schedule 1, attached hereto and incorporated herein by
reference. The management fee shall be payable monthly in arrears to Sub-adviser on or before the
10th day of the next succeeding calendar month. If this Agreement becomes effective or terminates
before the end of any month, the investment management fee for the period from the effective date to
the end of such month or from the beginning of such month to the date of termination, as the case
may be, shall be prorated according to the proration which such period bears to the full month in
which such effectiveness or termination occurs.
V. Expenses. During the term of this Agreement, Sub-adviser will bear all expenses incurred by it in
the performance of its duties hereunder, other than those expenses specifically assumed by the Fund
hereunder. The Fund shall assume and shall pay all brokers' and underwriting commissions chargeable
to the Fund in connection with the securities transactions to which the Portfolio is a party.
VI. Duties of Adviser. Adviser has furnished Sub-adviser with copies of each of the following documents
and will furnish to Sub-adviser at its principal office all future amendments and supplements to
such documents, if any, as soon as practicable after such documents become available:
(1) The Articles of Incorporation of the Fund, as filed with the State of Minnesota, as
in effect on the date hereof and as amended from time to time ("Articles");
(2) The by-laws of the Fund as in effect on the date hereof and as amended from time to
time ("By-Laws");
(3) Certified resolutions of the Board authorizing the appointment of Adviser and
Sub-adviser and approving the form of the Advisory Agreement and this Agreement;
(4) The Fund's Registration Statement under the 1940 Act and the Securities Act of
1933, as amended (the "1933 Act") on Form N-1A, as filed with the Securities and
Exchange Commission ("SEC") relating to the Portfolio and its shares and all
amendments thereto ("Registration Statement");
(5) The Notification of Registration of the Fund under the 1940 Act on Form N-8A as
filed with the SEC and any amendments thereto;
(6) The Portfolio's most recent prospectus (the "Prospectus"); and
(7) Copies of reports made by the Fund to its shareholders.
Adviser shall furnish Sub-adviser with any further documents, materials or information that
Sub-adviser may reasonably request to enable it to perform its duties pursuant to this
Agreement.
VII. Portfolio Transactions.
A. Sub-adviser agrees that, in executing portfolio transactions and selecting brokers or
dealers, if any, it shall use its best efforts to seek on behalf of the Portfolio the best
overall terms available. In assessing the best overall terms available for any transaction,
Sub-adviser shall consider all factors it deems relevant, including the breadth of the
market in and the price of the security, the financial condition and execution capability of
the broker or dealer, and the reasonableness of the commission, if any, with respect to the
specific transaction and on a continuing basis. In evaluating the best overall terms
available, and in selecting the broker or dealer, if any, to execute a particular
transaction, Sub-adviser may also consider the brokerage and research services (as those
terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended ("1934
Act")) provided to Sub-adviser with respect to the Portfolio and/or other accounts over
which Sub-adviser exercises investment discretion. Sub-adviser may, in its discretion,
agree to pay a broker or dealer that furnishes such brokerage or research services a higher
commission than that which might have been charged by another broker-dealer for effecting
the same transactions, if Sub-adviser determines in good faith that such commission is
reasonable in relation to the brokerage and research services provided by the broker or
dealer, viewed in terms of either that particular transaction or the overall
responsibilities of Sub-adviser with respect to the accounts as to which it exercises
investment discretion (as such term is defined under Section 3(a)(35) of the 1934 Act).
Sub-adviser shall, upon request from Adviser, provide such periodic and special reports
describing any such brokerage and research services received and the incremental
commissions, net price or other consideration to which they relate.
B. In no instance will portfolio securities be purchased from or sold to Sub-adviser, or any
affiliated person thereof, except in accordance with the federal securities laws and the
rules and regulations thereunder.
C. Sub-adviser may buy securities for the Portfolio at the same time it is selling such
securities for another client account and may sell securities for the Portfolio at the time
it is buying such securities for another client account. In such cases, subject to
applicable legal and regulatory requirements, and in compliance with such procedures of the
Fund as may be in effect from time to time, Sub-adviser may effectuate cross transactions
between the Portfolio and such other account if it deems this to be advantageous.
D. On occasions when Sub-adviser deems the purchase or sale of a security to be in the best
interest of the Fund as well as other clients of Sub-adviser, Sub-adviser, to the extent
permitted by applicable laws and regulations, may, but shall be under no obligation to,
aggregate the securities to be purchased or sold to attempt to obtain a more favorable price
or lower brokerage commissions and efficient execution. In such event, allocation of the
securities so purchased or sold, as well as the expenses incurred in the transaction, will
be made by Sub-adviser in the manner Sub-adviser considers to be the most equitable and
consistent with its fiduciary obligations to the Fund and to its other clients.
VIII. Ownership of Records. Sub-adviser shall maintain all books and records required to be maintained by
Sub-adviser pursuant to the 1940 Act and the rules and regulations promulgated thereunder with
respect to transactions on behalf of the Portfolio. In compliance with the requirements of Rule
31a-3 under the 1940 Act, Sub-adviser hereby agrees (A) that all records that it maintains for the
Portfolio are the property of the Fund, (B) to preserve for the periods prescribed by Rule 31a-2
under the 1940 Act any records that it maintains for the Fund and that are required to be maintained
by Rule 31a-1 under the 1940 Act, and (C) to surrender promptly to the Fund any records that it
maintains for the Fund upon request by the Fund; provided, however, Sub-adviser may retain copies of
IX. Reports and Meetings.
A. Sub-adviser shall furnish to the Board or Adviser, or both, as appropriate, such
information, reports, evaluations, analyses and opinions as are required by law or that the
Board or Adviser, as appropriate, may reasonably require, including, without limitation:
compliance reporting and certification with respect to:
1. Affiliated Brokerage Transactions
2. Affiliated Underwritings
3. Cross Transactions
4. Prospectus Compliance
5. Code of Ethics
6. Soft Dollar Usage
7. Price Overrides/Fair Valuation Determinations
B. Sub-adviser shall make available in person to the Board and to Adviser personnel of
Sub-adviser as the Board or Adviser may reasonably request to review the investments and the
investment program of the Portfolio and the services provided by Sub-adviser hereunder.
X. Services to Other Clients. Nothing contained in this Agreement shall limit or restrict (i) the
freedom of Sub-adviser, or any affiliated person thereof, to render investment management and
corporate administrative services to other investment companies, to act as investment manager or
investment counselor to other persons, firms, or corporations, or to engage in any other business
activities, or (ii) the right of any director, officer, or employee of Sub-adviser, who may also be
a director, officer, or employee of the Fund, to engage in any other business or to devote his or
her time and attention in part to the management or other aspects of any other business, whether of
a similar nature or a dissimilar nature.
XI. Sub-adviser's Use of the Services of Others. Sub-adviser 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 Sub-adviser or the Fund or Portfolio, as appropriate, with such statistical and
other factual information, such advice regarding economic factors and trends, such advice as to
occasional transactions in specific securities, or such other information, advice, or assistance as
Sub-adviser may deem necessary, appropriate, or convenient for the discharge of its obligations
hereunder or otherwise helpful to the Fund or the Portfolio, as appropriate, or in the discharge of
Sub-adviser's overall responsibilities with respect to the other accounts that it serves as
investment manager or counselor.
XII. Liability of Sub-adviser; Indemnification. Neither Sub-adviser nor any of its officers, directors,
or employees, nor any person performing executive, administrative, trading, or other functions for
the Fund, the Portfolio (at the direction or request of Sub-adviser) or Sub-adviser in connection
with Sub-adviser's discharge of its obligations undertaken or reasonably assumed with respect to
this Agreement (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 Portfolio or (ii) any error of fact or
mistake of law contained in any report or data provided by Sub-adviser, except for any error,
mistake or loss resulting from willful misfeasance, bad faith, or negligence in the performance by
Sub-adviser or such Related Person of Sub-adviser's duties on behalf of the Fund or Portfolio or
from reckless disregard by Sub-adviser or any such Related Person of the duties of Sub-adviser
pursuant to this Agreement (each of which is referred to as a "Culpable Act").
Notwithstanding the foregoing, any stated limitations on liability shall not relieve Sub-adviser
from any responsibility or liability Sub-adviser may have under state or federal statutes or from
responsibility or liability for errors in connection with the execution of trade orders.
Sub-adviser shall indemnify Adviser and its Related Persons and hold them harmless from and against
any and all actions, suits or claims whether groundless or meritorious and from and against any and
all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities
(collectively, "Damages") arising directly or indirectly out of or in connection with the
performance of services by Sub-adviser or its Related Persons hereunder to the extent such Damages
result from willful misfeasance, bad faith, negligence or the reckless disregard of Adviser's
obligations and duties under this Agreement.
Adviser shall indemnify Sudadviser and its Related Persons from and against any Damages arising
directly or indirectly out of or in connection with the performance of services by Adviser or its
Related Persons under this Agreement or the Advisory Agreement, in each case, to the extent such
Damages result from any Culpable Act of Sub-adviser or any of its Related Persons.
XIII. Representations of Sub-adviser. Sub-adviser represents, warrants, and agrees as follows:
A. Sub-adviser (i) is registered as an investment adviser under Advisers Act and will continue
to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited
by the 1940 Act or the Advisers Act from performing the services contemplated by this
Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in
effect, any other applicable federal or state requirements, or the applicable requirements
of any regulatory or industry self-regulatory agency, necessary to be met in order to
perform the services contemplated by this Agreement; (iv) has the authority to enter into
and perform the services contemplated by this Agreement; and (v) will immediately notify
Adviser of the occurrence of any event that would disqualify Sub-adviser from serving as an
investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or
otherwise.
B. Sub-adviser has adopted a written code of ethics (the "Sub-adviser Code") complying with the
requirements of Rule 17j-1 under the 1940 Act, as may be amended from time to time, and, has
provided the Adviser and the Fund with a copy of the Sub-adviser Code, together with
evidence of its adoption. The Sub-adviser certifies that it has adopted procedures
reasonably necessary to prevent access persons" as defined in Rule 17j-1 ("Access Persons")
from violating the Sub-adviser Code. On a [quarterly] basis, Sub-adviser will either; (i)
certify to Adviser that Sub-adviser and its Access Persons have complied with Sub-adviser
Code with respect to the Portfolio, or (ii) identify any material violations of the
Sub-adviser Code which have occurred with respect to the Portfolio. In addition,
Sub-adviser will furnish at least annually to Adviser and the Board a written report that
(a) describes any issues arising under the Sub-adviser Code since the last report to the
Board, including, but not limited to, information about material violations of the
Sub-adviser Code with respect to the Portfolio and sanctions imposed in response to the
material violations and (b) certifies that the Sub-adviser has adopted procedures reasonably
necessary to prevent Access Persons from violating the Sub-adviser Code.
C. Sub-adviser has provided Adviser and the Fund with a copy of its Form ADV as most recently
filed with the SEC and, if not so filed, the its most recent Part 2 of Form ADV, and will,
promptly after filing any amendment to its Form ADV with the SEC, and, if not so filed, any
amendment to Part 2 of its Form ADV, furnish a copy of such amendment to Adviser.
XIV. Compliance with Applicable Regulations. In performing its duties hereunder, Sub-adviser shall
establish compliance procedures (copies of which shall be provided to Adviser, and shall be subject
to review and approval by Adviser) reasonably calculated to ensure compliance at all times with all
applicable provisions of the 1940 Act and the Advisers Act, and any rules and regulations adopted
thereunder; Subchapter M of the Code; the provisions of the Registration Statement; the provisions
of the Articles and the By-Laws of the Fund, as the same may be amended from time to time; and any
other applicable provisions of state, federal or foreign law.
XV. Term of Agreement. This Agreement shall become effective with respect to the ______________
Portfolio on the Effective Date and, with respect to any additional Portfolio, on the date of
receipt by the Adviser of notice from the Sub-adviser in accordance with Section II hereof that the
Subscriber is willing to serve as Sub-adviser with respect to such Portfolio. Unless sooner
terminated as provided herein, this Agreement shall continue in effect for two years from the
Effective Date with respect to the ______________ Portfolio and, with respect to each additional
Portfolio, for two years 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 Portfolio, subject to the termination provisions and all other terms and conditions hereof,
so long as (a) such continuation shall be specifically approved at least annually (i) by either the
Board, or by vote of a majority of the outstanding voting securities of the Portfolio; (ii) in
either event, by the vote, cast in person at a meeting called for the purpose of voting on such
approval, of a majority of the Directors of the Fund who are not interested persons of any party to
this Agreement, cast in person at a meeting called for the purpose of voting on such approval; and
(b) Sub-adviser shall not have notified the Fund, in writing, at least 60 days prior to such
approval that it does not desire such continuation. Sub-adviser shall furnish to the Fund, promptly
upon its request, such information as may reasonably be necessary to evaluate the terms of this
Agreement or any extension, renewal, or amendment hereof.
XVI. Termination of Agreement. Notwithstanding the foregoing, this Agreement may be terminated at any
time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the
outstanding voting securities of the Portfolio on at least 60 days' prior written notice to
Sub-adviser. This Agreement may also be terminated by Adviser: (i) on at least 60 days' prior
written notice to Sub-adviser, without the payment of any penalty; (ii) upon material breach by
Sub-adviser of any of the representations and warranties set forth in Paragraph 11 of this
Agreement, if such breach shall not have been cured within a 20-day period after notice of such
breach; or (iii) if Sub-adviser becomes unable to discharge its duties and obligations under this
Agreement. Sub-adviser may terminate this Agreement at any time, without the payment of any
penalty, on at least 60 days' prior notice to Adviser. This Agreement shall terminate automatically
in the event of its "assignment, as such term is defined in the 1940 Act, or upon termination of the
Advisory Agreement. Any approval, amendment, or termination of this Agreement by the holders of a
majority of the outstanding voting securities (as defined in the ▇▇▇▇ ▇▇▇) of any Portfolio shall be
effective to continue, amend or terminate this Agreement with respect to any such Portfolio
notwithstanding (i) that such action has not been approved by the holders of a majority of the
outstanding voting securities of any other Portfolio affected thereby, and/or (ii) that such action
has not been approved by the vote of a majority of the outstanding voting securities of the Fund,
unless such action shall be required by any applicable law or otherwise.
XVII. 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 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.
XVIII. Notification. Sub-adviser will notify Adviser promptly of any change in the personnel of
Sub-adviser with responsibility for making investment decisions in relation to the Portfolio or who
have been authorized to give instructions to Custodian.
XIX. Miscellaneous.
A. Governing Law. This Agreement shall be construed in accordance with the laws of the State
of Minnesota without giving effect to the conflicts of laws principles thereof and the 1940
Act. To the extent that the applicable laws of the State of Minnesota conflict with the
applicable provisions of the 1940 Act, the latter shall control.
B. Insurance. Sub-adviser agrees to maintain errors and omissions or professional liability
insurance coverage in an amount that is reasonable in light of the nature and scope of
Sub-adviser's business activities.
C. Captions. The captions contained 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.
D. Entire Agreement. This Agreement represents the entire agreement and understanding of the
parties hereto and shall supersede any prior agreements between the parties relating to the
subject matter hereof, and all such prior agreements shall be deemed terminated upon the
effectiveness of this Agreement.
E. 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 Portfolio.
F. 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. As used in this Agreement, the terms "majority of the outstanding voting
securities," "affiliated person," "interested person," "assignment," broker," "investment
adviser," "net assets," "sale," "sell," and "security" shall have the same meaning as such
terms have in the 1940 Act, subject to such exemption as may be granted by the SEC by any
rule, regulation, or order. 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.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their duly authorized
signatories as of the date and year first above written.
THRIVENT FINANCIAL FOR LUTHERANS
Attest: By:
Name: Name:
Title:
LB SERIES FUND, INC.
Attest: By:
Name: Name:
Title:
[SUB-ADVISER]
Attest: By:
Name: Name:
Title:
Schedule I
Dated ____________, 2001
Sub-advisory Fees
_____________ Portfolio
Average Daily Assets Annual Rate
$0 - __million %
$__ to __million %
Above $__million 0%