SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934
(Amendment No.__)
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(Name of Registrant As Specified In Charter)
Thrivent Series Fund, Inc.
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THRIVENT SERIES FUND, INC.
625 Fourth Avenue South
Minneapolis, Minnesota 55415
June 2004
Dear Shareholders:
As of May 28, 2004, Turner Investment Partners, Inc. and Westcap Investors, LLC were hired to replace Franklin Advisers,
Inc. (FAI) as investment subadviser for the Portfolio.
This decision continues the work underway to strengthen Thrivent's asset management program, with a primary goal
of providing substantial value to shareholders through consistent, competitive performance, enhanced shareholder
services and a growing business with an excellent reputation.
In reviewing replacements for FAI, we determined that Turner and Westcap are experienced small-cap growth
managers. The combination of these two subadvisers offered the best opportunity for competitive risk-adjusted
returns for the portfolio. Each of the subadvisers acts and invests independently of the other and uses its own
methodology for selecting stocks of small companies that the subadviser has determined to have above-average
prospects for growth. The portfolio's assets are allocated generally on an equal basis between the two
investment subadvisers.
For more details on what Turner and Westcap have to offer and why this decision was made, please review the
enclosed information statement and supplement to the prospectus.
As always, our goal is to provide a range of high-quality investment choices to our shareholders. Choosing
Turner and Westcap as co-subadvisers in managing the Portfolio provides greater choice in your asset allocation
strategies.
Sincerely,
Pamela J. Moret
President
INFORMATION STATEMENT
Thrivent Partner Small Cap Growth Portfolio
A series of
Thrivent Series Fund, Inc.
625 Fourth Avenue South
Minneapolis, Minnesota 55415
1-800-847-4836
This Information Statement is being provided to notify you that Turner Investment Partners, Inc. ("Turner") and
Westcap Investors, LLC ("Westcap") have been hired to replace Franklin Advisers, Inc. ("FAI") as investment
subadvisers for Thrivent Partner Small Cap Growth Portfolio (the "Portfolio"), a series of Thrivent Series Fund,
Inc. (the "Fund"), effective May 28, 2004. This information statement is being mailed to shareholders of the
Portfolio on or about June ___, 2004.
This is not a proxy statement. We are not asking you for a proxy and you are requested not to send us a proxy.
Furthermore, this matter is not subject to a vote of shareholders, and we will not be holding a meeting of
shareholders or otherwise asking shareholders to vote on this matter. We are providing this Information
Statement solely to provide you with information about Turner and Westcap.
Appointment of New Subadvisers for the Portfolio
By letter dated February 6, 2004, FAI notified Thrivent Financial for Lutherans ("Thrivent Financial"), the
Fund's investment adviser, that it would be terminating the Investment Subadvisory Agreement for the Portfolio
dated January 1, 2002, effective approximately May 31, 2004. At a meeting on May 18, 2004, the Fund's Board of
Directors (the "Board") approved the hiring of Turner and Westcap as investment subadvisers for the Portfolio.
Each of the subadvisers acts and invests independently of the other and uses its own methodology for selecting
stocks of companies believed to have above average prospects for growth. The Portfolio's assets are allocated
generally on an equal basis between the two investment subadvisers.
Turner and Westcap were hired pursuant to an exemptive order that the Fund received from the SEC on February 19,
2003. That exemptive order permits the Board to authorize Thrivent Financial to enter into and amend subadvisory
agreements without shareholder approval. A fund operating under this structure is sometimes referred to as a
"manager-of-managers fund". The exemptive order requires the Fund to provide shareholders with this Information
Statement in order to disclose substantially the same information about the subadviser, the subadvisory agreement
and the subadvisory fee that would have been included in a proxy statement if shareholder approval had been
required.
Matters Considered by the Board in Approving
The Investment Subadvisory Agreements with Turner and Westcap
When Thrivent Financial reviewed replacements for FAI, it evaluated potential small cap growth subadvisers based
on criteria that included performance, investment strategy, anticipated subadvisory fees, and other factors, and
determined that the combination of both Turner and Westcap offered the best opportunity for competitive
risk-adjusted returns for the Portfolio. Thrivent Financial presented its recommendation to the Board at the
meeting held on May 18, 2004, and the Board concluded that both Turner and Westcap should be engaged to manage
the assets of the Portfolio.
The Board considered the following information in approving Turner and Westcap as investment subadvisers for the
Portfolio:
Information about Turner Investment Partners, Inc.
Turner was founded in 1990 and is organized as a Pennsylvania corporation. Turner is an employee-owned
investment management firm. As of December 31, 2003, Turner managed approximately $12.3 billion in assets
including separate accounts and mutual funds. Turner is located at 1205 Westlakes Drive, Suite 100, Berwyn,
Pennsylvania 19312.
Information about the principal executive officer and each director of Turner is provided in the following
table. The address of each person listed below is 1205 Westlakes Drive, Suite 100, Berwyn, Pennsylvania 19312.
- ---------------------------------------- -------------------------------------------- --------------------------------
Name Position with Turner Principal Occupation
- ---------------------------------------- -------------------------------------------- --------------------------------
- ---------------------------------------- -------------------------------------------- --------------------------------
Robert E. Turner Chairman, Chief Investment Officer Same
- ---------------------------------------- -------------------------------------------- --------------------------------
- ---------------------------------------- -------------------------------------------- --------------------------------
Mark D. Turner Vice Chairman, President, and Senior Same
Portfolio Manager
- ---------------------------------------- -------------------------------------------- --------------------------------
- ---------------------------------------- -------------------------------------------- --------------------------------
Christopher K. McHugh Director, Vice President, and Senior Same
Portfolio Manager
- ---------------------------------------- -------------------------------------------- --------------------------------
- ---------------------------------------- -------------------------------------------- --------------------------------
Thomas R. Trala Chief Operating Officer, Chief Financial Same
Officer, and Secretary
- ---------------------------------------- -------------------------------------------- --------------------------------
The following persons own, of record or beneficially, ten percent or more of the outstanding voting securities of
Turner: Robert E. Turner, Mark D. Turner and Christopher K. McHugh. The address of each of these persons is
1205 Westlakes Drive, Suite 100, Berwyn, Pennsylvania 19312.
Information about other mutual funds managed by Turner with investment objectives and strategies similar to those
of the Portfolio is provided in the following table.
- ------------------------------------------ ----------------- ------------------------------------------- -------------
Net Assets
Managed as of Annual Rate of Compensation Fees Waived
Name of Fund 12/31/03 (% of average net assets) or Reduced
- ------------------------------------------ ----------------- ------------------------------------------- -------------
- ------------------------------------------ ----------------- ------------------------------------------- -------------
Turner Small Cap Growth Fund $288 million 1.00% of average net assets Yes*
- ------------------------------------------ ----------------- ------------------------------------------- -------------
- ------------------------------------------ ----------------- ------------------------------------------- -------------
Preferred Small Cap Growth Fund $110 million 0.75% of average net assets No
- ------------------------------------------ ----------------- ------------------------------------------- -------------
- ----------------------
* Turner has voluntarily committed to waive fees and reimburse expenses to keep the Fund's total expense ratio
from exceeding 1.25%
Turner has no affiliated brokers through whom trades will be executed on behalf of the Portfolio.
Information about Westcap Investors, LLC
Westcap was founded in 1992 and is organized as a limited liability company in Delaware. Westcap is
approximately 80% owned by its management. As of December 31, 2003, Westcap managed approximately $2.8 billion
in assets including separate accounts and mutual funds. Westcap is located at 11111 Santa Monica Blvd., Suite
820, Los Angeles, California 90025.
Information about the principal executive officer and each director of Westcap is provided in the following
table. The address of each person listed below is 11111 Santa Monica Blvd., Suite 820, Los Angeles, California
90025.
- --------------------------------------- -------------------------------------------- ---------------------------------
Name Position with Westcap Principal Occupation
- --------------------------------------- -------------------------------------------- ---------------------------------
- --------------------------------------- -------------------------------------------- ---------------------------------
Glenn C. Weirick President and Chief Investment Officer Chief Investment Strategist
- --------------------------------------- -------------------------------------------- ---------------------------------
- --------------------------------------- -------------------------------------------- ---------------------------------
Bradley G. Slocum Managing Director Portfolio Manager
- --------------------------------------- -------------------------------------------- ---------------------------------
- --------------------------------------- -------------------------------------------- ---------------------------------
Geoffrey I. Edelstein Managing Director Director of Operations
- --------------------------------------- -------------------------------------------- ---------------------------------
- --------------------------------------- -------------------------------------------- ---------------------------------
Richard C. Farra Managing Director Portfolio Manager
- --------------------------------------- -------------------------------------------- ---------------------------------
- --------------------------------------- -------------------------------------------- ---------------------------------
Peter L. Harvie Managing Director Portfolio Manager
- --------------------------------------- -------------------------------------------- ---------------------------------
- --------------------------------------- -------------------------------------------- ---------------------------------
Donald L. Keene Managing Director Portfolio Manager
- --------------------------------------- -------------------------------------------- ---------------------------------
- --------------------------------------- -------------------------------------------- ---------------------------------
Terence D. Lynch Managing Director Portfolio Manager
- --------------------------------------- -------------------------------------------- ---------------------------------
- --------------------------------------- -------------------------------------------- ---------------------------------
Michael T. Papworth Managing Director Portfolio Manager
- --------------------------------------- -------------------------------------------- ---------------------------------
- --------------------------------------- -------------------------------------------- ---------------------------------
Joshua D. Shaskan Managing Director Portfolio Manager
- --------------------------------------- -------------------------------------------- ---------------------------------
- --------------------------------------- -------------------------------------------- ---------------------------------
Gregory S. Weirick Managing Director Director of Research
- --------------------------------------- -------------------------------------------- ---------------------------------
The following persons own, of record or beneficially, ten percent or more of the outstanding voting securities of
Westcap: Glenn C. Weirick, Bradley G. Slocum, Geoffrey I. Edelstein, Gregory S. Weirick and Progress Putnam
Lovell Ventures, LLC. The address of each of these persons (except Progress-Putnam Lovell Ventures, LLC) is
11111 Santa Monica Blvd., Suite 820, Los Angeles, California 90025. The address of Progress-Putnam Lovell
Ventures, LLC is 501 Deep Valley Drive, Suite 300, Rolling Hills Estates, California 90274.
Information about other mutual funds managed by Westcap with investment objectives and strategies similar to
those of the Portfolio is provided in the following table.
- ------------------------------------------ ------------------- ----------------------------------------- -------------
Net Assets
Managed as of Annual Rate of Compensation Fees Waived
Name of Fund 12/31/03 (% of average net assets) or Reduced
- ------------------------------------------ ------------------- ----------------------------------------- -------------
- ------------------------------------------ ------------------- ----------------------------------------- -------------
Strategic Partners Style Specific Funds $9.4 million 0.50% of average daily net assets No
- - Strategic Partners Small
Capitalization Growth Fund
- ------------------------------------------ ------------------- ----------------------------------------- -------------
- ------------------------------------------ ------------------- ----------------------------------------- -------------
The Target Portfolio Trust Small $70.6 million 0.50% of average daily net assets No
Capitalization Growth Portfolio
- ------------------------------------------ ------------------- ----------------------------------------- -------------
Westcap has no affiliated brokers through whom trades will be executed on behalf of the Portfolio.
The Investment Advisory Agreement
Thrivent Financial, 625 Fourth Avenue South, Minneapolis, Minnesota 55415, serves as investment adviser for the
Portfolio under an investment advisory agreement with the Fund dated April 10, 2002. The investment advisory
agreement was last submitted to a vote of shareholders on April 10, 2002, for the purpose of approving a new
investment advisory agreement between the Fund and Thrivent Financial when the Fund's previous investment adviser
merged with Thrivent Financial. Thrivent Financial and its affiliates have been in the investment advisory
business since 1986 and managed approximately $62.4 billion in assets as of December 31, 2003, including
approximately $20.7 billion in mutual fund assets. The Fund pays Thrivent Financial a fee for serving as
investment adviser for the Portfolio equal to 1.00% of the Portfolio's average daily net assets up to $500
million and 0.90% of the Portfolio's average daily net assets over $500 million.
Investment Subadvisory Agreements
Turner and Westcap serve pursuant to separate investment subadvisory agreements dated May 28, 2004 (each a
"Subadvisory Agreement" and collectively the "Subadvisory Agreements") (a copy of the form of which is attached as
Exhibit A hereto). Pursuant to the terms of the Subadvisory Agreements, the subadvisers provide continuous
investment management services to the Portfolio, subject to the overall supervision of the Board and Thrivent
Financial.
The Subadvisory Agreements provide for the following fees payable by Thrivent Financial for investment
subadvisory services:
--------------------------- ----------------------------------------
Subadviser Subadvisory Fee
--------------------------- ----------------------------------------
--------------------------- ------------------------ ---------------
Turner All Assets 0.65%
Westcap All Assets 0.50%
--------------------------- ------------------------ ---------------
Thrivent Financial has allocated the Portfolio's assets substantially equally between Turner and Westcap.
Thrivent Financial will retain the ability to reallocate the assets of the Portfolio between Turner and Westcap
in its discretion.
Each Subadvisory Agreement provides that the subadviser will not be liable for any act or omission in the course
of, or connected with, rendering services under the Agreement, except when such services are rendered in bad
faith, negligence or reckless disregard of its duties under the Agreement. The subadviser will, however,
indemnify and hold harmless the Fund, Thrivent Financial, the Board or shareholders from any and all claims,
losses, expenses, obligations or liabilities (including reasonable attorneys fees) which arise or result from the
subadviser's bad faith, negligence, willful misfeasance or reckless disregard of its duties under the Subadvisory
Agreement.
Each Subadvisory Agreement provides that it will remain in effect continuously for two years following its
effective date, unless terminated sooner. Thereafter, it will continue to be renewed for successive one-year
terms provided that the renewal is specifically approved at least annually by either the Board or a majority of
the outstanding shares of the Portfolio and, in either case, by a majority of the Directors who are not
interested persons of any party to the Subadvisory Agreement.
The Fund may terminate either Subadvisory Agreement by a vote of a majority of the Independent Directors or a
majority of its outstanding voting securities at any time on 60 days' written notice to Thrivent Financial and
the subadviser. Thrivent Financial may terminate the Subadvisory Agreement upon 60 days' written notice to the
subadviser. The subadviser may terminate the Subadvisory Agreement at any time upon 60 days' written notice to
Thrivent Financial. A Subadvisory Agreement will automatically terminate without penalty in the event of its
assignment as defined in the 1940 Act.
SHAREHOLDER REPORT
The Fund's annual report for the year ended December 31, 2003, has been previously sent to its shareholders. You
may obtain a copy of the annual report upon request, without charge, by writing to 625 Fourth Avenue South,
Minneapolis, Minnesota 55415, or by calling (800) 847-4836 or visiting the Web site at www.thrivent.com.
RECORD OF BENEFICIAL OWNERSHIP
As of May 28, 2004, the directors and officers of Thrivent Series Fund as a group owned beneficially less than 1%
of the outstanding shares of the Portfolio. As of May 28, 2004, no person, except as set forth in the table
below, was known to own beneficially or of record 5% or more of the outstanding shares of the Portfolio.
Name and Address
of Record Owner Shares Owned % of Outstanding
- ----------------------------------------------------------------------------------------------------
Thrivent Financial for Lutherans
625 Fourth Avenue South
Minneapolis, MN 55415
Thrivent Financial for Lutherans - Thrivent
Variable Annuity Account I
625 Fourth Avenue South
Minneapolis, MN 55415
Thrivent Financial for Lutherans -
Thrivent Variable Annuity Account II
625 Fourth Avenue South
Minneapolis, MN 55415
Thrivent Financial for Lutherans -
Thrivent Variable Annuity Account A
625 Fourth Avenue South
Minneapolis, MN 55415
Thrivent Financial for Lutherans -
Thrivent Variable Annuity Account B
625 Fourth Avenue South
Minneapolis, MN 55415
Thrivent Financial for Lutherans - Thrivent
Variable Life Account I
625 Fourth Avenue South
Minneapolis, MN 55415
Thrivent Financial for Lutherans - Thrivent
Variable Insurance Account A
625 Fourth Avenue South
Minneapolis, MN 55415
Thrivent Life Insurance Company - TLIC Variable
Annuity Account A
625 Fourth Avenue South
Minneapolis, MN 55415
Thrivent Life Insurance Company - TLIC Variable
Insurance Account A
625 Fourth Avenue South
Minneapolis, MN 55415
Exhibit A
Form of
INVESTMENT SUB-ADVISORY AGREEMENT
By and Among
Thrivent Financial for Lutherans
and
Thrivent Series Fund, Inc.
and
[Subadviser]
INVESTMENT SUBADVISORY AGREEMENT, made as of the 1st day of June, 2004, (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"), Thrivent Series Fund, Inc., a corporation organized and existing under the laws of the
State of Minnesota ("Fund"), and [Subadviser], 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 10th day of April, 2002
("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 Thrivent Partner Small Cap Growth 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.
B. Sub-adviser shall have no responsibility with respect to maintaining custody of the Portfolio's
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. 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.
E. 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 Adviser.
F. The Sub-adviser shall have no responsibility under this Agreement with respect to the
management of assets of the Fund other than the portion of the Fund's assets with respect to
which the Sub-Adviser provides investment advice.
G. The Sub-adviser is prohibited from consulting with any other sub-adviser of the Fund, if any,
or the subadviser to any other investment company (or separate series of an investment company)
managed by the Adviser concerning the Fund's transactions in securities or other assets, except
for the purpose of complying with the conditions of Rule 12d3-1 (a) and (b) under the 1940 Act.
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 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 such documents.
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. Fund and Adviser understand that Sub-adviser, its affiliates and its agents
perform investment advisory and management services for various clients. Fund and Adviser agree that
Sub-adviser may give advice and take action in the performance of its duties with respect to any of its
other clients which may differ from advice given or the timing or nature of action taken with respect to
the Portfolio. Nothing in this Agreement shall be deemed to require Sub-adviser, its principals,
affiliates, agents or employees to purchase or sell for the Portfolio any security which it or they may
purchase or sell for its or their own account or for the account of any other client.
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 by Sub-Adviser 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 Sub-adviser's obligations and duties
under this Agreement.
Adviser shall indemnify Sub-adviser 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 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 the 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, 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 Thrivent Partner Small Cap
Growth 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 Thrivent Partner Small Cap Growth 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
applicable 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 XIII 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 1940 Act) 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:
THRIVENT SERIES FUND, INC.
Attest: By:
Name: Name:
Title:
[SUBADVISER]
Attest: By:
Name: Name:
Title:
Schedule I
Dated June 1, 2004
Sub-advisory Fees
Thrivent Partner Small Cap Growth Portfolio
Annual Rate of ____% of Average Daily Net Assets
Thrivent Series Fund
Filed: 27 May 04, 12:00am