INVESTMENT ADVISORY AGREEMENT
By and Between
Thrivent Financial for Lutherans
and
Thrivent Financial Securities Lending Trust
INVESTMENT ADVISORY AGREEMENT, made as of the 25th day of August, 2004, (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 ("Adviser"), and Thrivent Financial Securities Lending Trust, a Massachusetts Business Trust (the
"Trust").
WHEREAS, the Trust is engaged in business as an open-end investment company registered under the Investment
Company Act of 1940, as amended ("1940 Act"); and
WHEREAS, the Trust is authorized to issue shares of an initial investment portfolio, (the "Portfolio,"); and
WHEREAS, Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, as amended
("Advisers Act"); and
WHEREAS, the Trust desires to retain Adviser as adviser to furnish investment advisory services to the Trust, and
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) The Trust hereby appoints Adviser as its investment adviser with respect to the
Portfolio for the period and on the terms set forth in this Agreement, and (B) 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 Trust establishes one or more series of shares other than the
Portfolio with respect to which the Trust desires to retain Adviser to render investment advisory
services hereunder, the Trust shall so notify Adviser in writing, indicating the advisory fee to be
payable with respect to the additional series of shares. If Adviser is willing to render such services
on the terms provided for herein, it shall so notify the Trust in writing, whereupon such series shall
become a Portfolio hereunder.
III. Duties of Adviser.
A. 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. Adviser shall perform these duties subject always to (1) the overall
supervision of the Board of Trustees of the Trust (the "Board"), (2) the Trust's Declaration of
Trust and By-Laws, as amended from time to time, (3) the stated investment objectives, policies
and restrictions of the Portfolio as set forth in the Trust's then current Registration
Statement under the 1940 Act, as amended, on Form N-1A, as filed with the Securities and
Exchange Commission relating to the Portfolio and their shares and all amendments thereto
("Registration Statement"), (4) any additional policies or guidelines established by the Board
that have been furnished in writing to 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, Adviser shall arrange for the
execution of all orders for the purchase and sale of securities and other investments for the
Portfolio's accounts and will exercise full discretion and act for the Trust in the same manner
and with the same force and effect as the Trust 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. Adviser shall have no responsibility with respect to maintaining custody of the Portfolio's
assets. Adviser shall affirm security transactions with central depositories and advise the
custodian of the Portfolio ("Custodian") or any subcustodian or depository promptly of each
purchase and sale of the Portfolio's 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. Adviser shall from time to time provide Custodian and the Trust
with evidence of authority of its personnel who are authorized to give instructions to
Custodian.
C. Adviser shall exercise proxy and other voting rights incident to any securities held in the
Portfolio without consultation with the Trust, provided that Adviser will follow any written
instructions received from the Trust with respect to voting as to particular issues. 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. In the performance of its duties hereunder, 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 Trust in any way or otherwise be
deemed to be an agent of the Portfolio or the Trust.
IV. Compensation. For the services provided pursuant to this Agreement, 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 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. Allocation of Charges and Expenses. Adviser shall furnish at its own expense investment advisory and
portfolio administrative and management services necessary for servicing the investments of the
Portfolio, and investment advisory facilities and executive and supervisory personnel for managing the
investments and effecting the portfolio transactions of the Trust with respect to the Portfolio.
Adviser shall arrange, if desired by the Trust, for officers and employees of Adviser to serve as
Trustees, Officers or agents of the Trust if duly elected or appointed to such positions and subject to
their individual consent and to any limitations imposed by law. It is understood that the Trust will
pay, or provide for the payment of, all of its own expenses including, without limitation, compensation
of Trustees not affiliated with Adviser or its affiliates, governmental fees, interest charges, taxes,
membership dues in the Investment Company Institute allocable to the Trust with respect to the
Portfolio, fees and expenses of independent auditors, of legal counsel and of any transfer agent,
registrar and dividend disbursing agent of the Trust with respect to the Portfolio, expenses of
preparing, printing and mailing prospectuses, shareholders' reports, notices, proxy statements and
reports to governmental officers and commissions, expenses connected with the execution, recording and
settlement of portfolio security transactions, insurance premiums, fees and expenses of the Custodian
for all services to the Trust with respect to the Portfolio, including safekeeping of Trusts and
securities and keeping of books and calculating the net asset value of shares of the Portfolio, expenses
of shareholders' meetings, and expenses relating to the issuance, registration and qualification of
shares of the Portfolio.
VI. Subadvisers. Adviser may enter into a subinvestment advisory agreement or agreements with one or more
subadvisers providing that such subadviser shall furnish certain advisory and other services to the
Trust and Adviser with respect to the Portfolio and also providing that on the terms and conditions of
such subinvestment advisory agreement such subadviser may determine from time to time what securities
shall be purchased, sold or exchanged by the Trust and what portion of the assets of the Portfolio shall
be held uninvested. Adviser will establish the overall investment strategy for a subadvised Portfolio
and will evaluate, select, and recommend any such subadviser, subject to the approval of the Board and,
unless such approval by such holders is not required under the rules and regulations promulgated under
the 1940 Act or an exemptive order granted thereunder, the holders of a majority of the outstanding
voting securities of the subadvised Portfolio. Adviser will allocate assets to such subadviser, monitor
the performance, security holdings, and investment strategies of the subadviser and, when appropriate,
research any potential new subadviser for the subadvised Portfolio. Subject to the overall supervision
of the Board, Adviser has responsibility to oversee any such subadvisers and recommend their hiring,
termination and replacement.
VII. Portfolio Transactions.
A. 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, 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, 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 Adviser and/or its affiliates with respect to
the Portfolio and/or other accounts over which Adviser or an affiliate exercises investment
discretion. 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 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 Adviser and its affiliates with respect to the accounts as to which
they exercise investment discretion (as such term is defined under Section 3(a)(35) of the 1934
Act). Adviser shall, upon request from the Trust, 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 Adviser, or any
affiliated person thereof, except in accordance with the federal securities laws and the rules
and regulations thereunder.
C. Adviser may buy securities for a Portfolio at the same time it is selling such securities for
another client account and may sell securities for a 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 Trust as may be in
effect from time to time, Adviser may effectuate cross transactions between a Portfolio and
such other account if it deems this to be advantageous to the Portfolio and such other account.
D. On occasions when Adviser deems the purchase or sale of a security to be in the best interest
of the Trust as well as other clients of Adviser, 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 Adviser
in the manner Adviser considers to be the most equitable and consistent with its fiduciary
obligations to the Trust and to its other clients.
VIII. Records. Adviser shall maintain all books and records required to be maintained by the Trust pursuant
to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions on
behalf of the Portfolio.
IX. Reports and Meetings.
A. Adviser shall furnish to the Board such information, reports, evaluations, analyses and
opinions as are required by law or that the Board may reasonably require
B. Adviser shall make available in person to the Board and personnel of Adviser as the Board may
reasonably request to review the investments and the investment program of the Portfolio and
the services provided by Adviser hereunder.
X. Services to Other Clients. Nothing contained in this Agreement shall limit or restrict (i) the freedom
of 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 Adviser, who may also be a director, officer, or
employee of the Trust, 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. Adviser's Use of the Services of Others. 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
Adviser or the Trust or the 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 Adviser may
deem necessary, appropriate, or convenient for the discharge of its obligations hereunder or otherwise
helpful to the Trust or the Portfolio, as appropriate, or in the discharge of Adviser's overall
responsibilities with respect to the other accounts that it serves as investment manager or counselor.
XII. Limitation of Liability of Adviser. Neither Adviser nor any of its officers, Trustees, or employees
(collectively, "Related Persons"), shall be liable for (i) any error of judgment or mistake of law or
for any loss suffered by the Trust or Portfolio or (ii) any error of fact or mistake of law contained in
any report or data provided by Adviser, except in each case for any error, mistake or loss resulting
from willful misfeasance, bad faith, or gross negligence in the performance by Adviser or such Related
Person of Adviser's duties on behalf of the Trust or Portfolio or from reckless disregard by Adviser or
any such Related Person of the duties of Adviser pursuant to this Agreement.
Notwithstanding the foregoing, any stated limitations on liability shall not relieve Adviser from any
responsibility or liability Adviser may have under state or federal statutes or from responsibility or
liability for errors in connection with the execution of trade orders.
XIII. Representations of Adviser. Adviser represents, warrants, and agrees as follows:
A. 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 the Board of the occurrence of
any event that would disqualify Adviser from serving as an investment adviser of an investment
company pursuant to Section 9(a) of the 1940 Act or otherwise.
B. Adviser has adopted a written code of ethics (the "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 Trust with a copy of the Adviser Code, together with evidence of its adoption.
Adviser certifies that it has adopted procedures reasonably necessary to prevent access
persons" as defined in Rule 17j-1 ("Access Persons") from violating the Adviser Code. Adviser
will furnish at least annually to the Board a written report that (a) describes any issues
arising under the Adviser Code since the last report to the Board, including, but not limited
to, information about material violations of the Adviser Code with respect to the Portfolio and
sanctions imposed in response to the material violations and (b) certifies that the Adviser has
adopted procedures reasonably necessary to prevent Access Persons from violating the Adviser
Code.
C. Adviser has provided the Trust with a copy of its Form ADV as most recently filed with the SEC
and, if not so filed, its most recent Part II 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 II of its
Form ADV, furnish a copy of such amendment to the Trust.
XIV. Compliance with Applicable Regulations. In performing its duties hereunder, Adviser shall establish
compliance procedures 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
Declaration of Trust and the By-Laws of the Trust, 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 initial Portfolio on the
Effective Date and, with respect to any additional Portfolio, on the date of receipt by the Board of
notice from Adviser in accordance with Section II hereof that Adviser is willing to serve as investment
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 initial 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; and (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 Trustees of the Trust 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) Adviser shall not have notified the Trust, in writing, at least 60 days prior to such
approval that it does not desire such continuation. Adviser shall furnish to the Trust, 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
with respect to a Portfolio, without the payment of any penalty, by vote of the Board or by a vote of a
majority of the outstanding voting securities of such Portfolio on at least 60 days' prior written
notice to Adviser. This Agreement may also be terminated by the Trust (i) upon material breach by
Adviser of any of the representations and warranties set forth in Section XIII of this Agreement, if
such breach shall not have been cured within a 20-day period after notice of such breach; or (ii) if
Adviser becomes unable to discharge its duties and obligations under this Agreement. Adviser may
terminate this Agreement at any time, without the payment of any penalty, on at least 60 days' prior
notice to the Board. This Agreement shall terminate automatically in the event of its "assignment", as
such term is defined in the 1940 Act.
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 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 Trust, 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 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.
XVIII. 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. 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 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 Trust to take any
action contrary to its Declaration of Trust 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: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: President and Chief Executive Officer
THRIVENT FINANCIAL SECURITIES LENDING TRUST
Attest: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
SCHEDULE I
-------------------------------------------------------------------------------------------------------------
Advisory Fee = 0.045% of Average Daily Net Assets
-------------------------------------------------------------------------------------------------------------