Proxy Statement and Prospectus

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WhxA/ywfjyjo2sh6wlUerW/lTQim3gjucsGk+paStH5uS0jLn9tezwXahkGkutId 3H8l3T6voC4/0ol4TtDCkA== 0000790166-04-000029.txt : 20040226 0000790166-04-000029.hdr.sgml : 20040226 20040226125604 ACCESSION NUMBER: 0000790166-04-000029 CONFORMED SUBMISSION TYPE: N-14/A PUBLIC DOCUMENT COUNT: 10 FILED AS OF DATE: 20040226 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LB SERIES FUND INC CENTRAL INDEX KEY: 0000790166 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: N-14/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-111912 FILM NUMBER: 04629858 BUSINESS ADDRESS: STREET 1: 625 FOURTH AVE SOUTH CITY: MINNEAPOLIS STATE: MN ZIP: 55415 BUSINESS PHONE: 6123407215 MAIL ADDRESS: STREET 1: 625 FOURTH AVE SOUTH CITY: MINNEAPOLIS STATE: MN ZIP: 55415 FORMER COMPANY: FORMER CONFORMED NAME: LBVIP SERIES FUND INC/ DATE OF NAME CHANGE: 19940824 FORMER COMPANY: FORMER CONFORMED NAME: LBVIP SERIES FUND INC DATE OF NAME CHANGE: 19920703 N-14/A 1 a44699.htm Proxy Statement and Prospectus

As filed with the Securities and Exchange Commission on February 26, 2004.
Registration No. 333-111912 and 811-4603
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

[X] Pre-Effective Amendment No._1_ [ ] Post-Effective Amendment No.____

(Check appropriate box or boxes)

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LB SERIES FUND, INC.
(Exact name of Registrant as Specified in Charter)

625 Fourth Avenue South
Minneapolis, Minnesota 55415
(Address of Principal Executive Offices)

612-340-8492
(Registrant's Telephone Number)

Marlene J. Nogle
625 Fourth Avenue South
Minneapolis, Minnesota 55415
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering:
As soon as possible following the effective date of this Registration Statement.

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Title of Securities Being Registered:
Shares of Beneficial Interest

No filing fee is required because of reliance on Section 24(f) under the Investment Company Act of 1940, as
amended.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its
effective date until the Registrant shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of
1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant
to said Section 8(a), may determine.

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Opportunity Growth Portfolio
Series of LB Series Fund, Inc.
625 Fourth Avenue South
Minneapolis, Minnesota 55415

Dear Shareholder:

The Board of Directors of LB Series Fund, Inc. is pleased to submit for your vote a proposal affecting
shareholders of the Opportunity Growth Portfolio. We propose the Opportunity Growth Portfolio be reorganized
into the Mid Cap Growth Portfolio, an existing portfolio in LB Series Fund, Inc. Shares of the Opportunity
Growth Portfolio would be converted into shares of the Mid Cap Growth Portfolio having an equal dollar value.

As you know, Lutheran Brotherhood and Aid Association for Lutherans merged on January 1, 2002. Since that time,
the merged organization has consolidated most of its overlapping operations and changed its name to Thrivent
Financial for Lutherans. More recently, the Board of Directors and Thrivent Financial have been working together
to develop steps that are expected to benefit shareholders. As one step, the Board is asking for your approval
to consolidate the Opportunity Growth Portfolio into the Mid Cap Growth Portfolio. The Board believes that the
proposed reorganization is in the best interests of the Opportunity Growth Portfolio and its shareholders and
unanimously recommends that you vote for approval.

The Board considered various factors in reviewing the proposed reorganization on behalf of the shareholders of
the Opportunity Growth Portfolio, including the following:

o The long-term historical performance of the Mid Cap Growth Portfolio has been better than that of the
Opportunity Growth Portfolio. The Mid Cap Growth Portfolio is larger than the Opportunity Growth Portfolio
and the expense ratio of the Mid Cap Growth Portfolio is lower than the expense ratio of the Opportunity
Growth Portfolio.

o The Opportunity Growth Portfolio and Mid Cap Growth Portfolio both have investment objectives that seek
long-term growth of capital. Although the Opportunity Growth Portfolio normally invests in smaller
capitalization companies and the Mid Cap Growth Portfolio normally invests in companies with medium market
capitalization, the Opportunity Growth Portfolio is managed in a substantially similar growth style and by
the same investment adviser as the Mid Cap Growth Portfolio. In addition, there is an overlap in the
securities held by the two Portfolios and in the companies that make up the benchmarks that are used for
performance comparisons. Thus, the reorganization will enable Opportunity Growth Portfolio shareholders to
continue their current investment programs with minimal disruption.

o The reorganization will result in the Mid Cap Growth Portfolio having a larger asset base. This is
expected to provide the Mid Cap Growth Portfolio with potential benefits from greater portfolio
diversification and the opportunity to conduct other investment transactions on potentially more
advantageous terms than two separate, smaller portfolios. There are also opportunities to spread relatively
fixed costs over a larger asset base.

o Thrivent Financial - not the Portfolios - will pay the costs of the reorganization.

Your vote is important! Please read the enclosed materials for detailed information about the proposal and vote
your shares today. Thank you for your time in considering this important proposal. We believe the reorganization
will result in a stronger portfolio. Thank you for investing with us and for your continued support.

Sincerely,
Pamela J. Moret
President

Questions & Answers
For Shareholders of the Opportunity Growth Portfolio

The Board of Directors of the LB Series Fund, Inc. has provided the following questions and answers about the
proposal to reorganize the Opportunity Growth Portfolio into the Mid Cap Growth Portfolio. The Board unanimously
supports this proposal, and we encourage you to read the full text of the combined proxy statement and prospectus
that follows this Q & A.

Q: What change is proposed?

A: The Board proposes to merge the Opportunity Growth Portfolio into the Mid Cap Growth Portfolio. In this
reorganization, the shares of the Opportunity Growth Portfolio that fund your benefits under variable
contracts or retirement plans automatically would be exchanged for an equal dollar value of shares of
the Mid Cap Growth Portfolio. This consolidation would affect only the investments underlying variable
contracts or retirement plan interests, and would not otherwise affect variable contracts or retirement
plan interests.

Q: Why does the Board support this reorganization?

A: The Board unanimously recommends that you vote in favor of the reorganization. It has determined that
the reorganization of the Opportunity Growth Portfolio into the Mid Cap Growth Portfolio is in the best
interests of each Portfolio and will not dilute the interests of the shareholders of the Portfolios. In
reaching this conclusion, the Board considered several factors:

o The long-term historical performance of the Mid Cap Growth Portfolio has been better than that of the
Opportunity Growth Portfolio. The Mid Cap Growth Portfolio is larger than the Opportunity Growth
Portfolio and the expense ratio of the Mid Cap Growth Portfolio is lower than the expense ratio of
the Opportunity Growth Portfolio.

o The Opportunity Growth Portfolio and Mid Cap Growth Portfolio both have investment objectives that seek
long-term growth of capital. Although the Opportunity Growth Portfolio normally invests in smaller
capitalization companies and the Mid Cap Growth Portfolio normally invests in companies with medium
market capitalization, the Opportunity Growth Portfolio is managed in a substantially similar
growth style and by the same investment adviser as the Mid Cap Growth Portfolio. In addition, there
is an overlap in the securities held by the two Portfolios and in the companies that make up the
benchmarks that are used for performance comparisons. Thus, the reorganization will enable
Opportunity Growth Portfolio shareholders to continue their current investment programs with
minimal disruption.

o The reorganization will result in the Mid Cap Growth Portfolio having a larger asset base. This is
expected to provide the Mid Cap Growth Portfolio with potential benefits from greater portfolio
diversification and the opportunity to conduct other investment transactions on potentially more
advantageous terms than two separate, smaller portfolios. The reorganization also offers
opportunities to spread relatively fixed costs over a larger asset base.

o Thrivent Financial - not the Portfolios - will pay the costs of the reorganization.

Q: When will the reorganization become effective?

A: A Special Meeting of Shareholders of the Opportunity Growth Portfolio to consider the reorganization is
scheduled for April 7, 2004. Subject to shareholder approval, the reorganization is expected to be
effective on or about April 30, 2004.

Q: Can I make additional investments in the investment options that correspond to the Opportunity Growth
Portfolio before the reorganization?

A: Yes. You can continue to make investments in the Opportunity Growth Portfolio until the effective date
of the reorganization.

Q: Is there anything I need to do to exchange my shares?

A: No. Subject to shareholder approval, the shares of the Opportunity Growth Portfolio that fund benefits
under your variable contract or retirement plan automatically will be exchanged for an equal dollar
value of shares of the Mid Cap Growth Portfolio. Your variable contract or retirement plan
participation will not otherwise be affected by the reorganization.

Q: Will I incur taxes as a result of this reorganization?

A: The reorganization is expected to be tax-free for federal income tax purposes. The Portfolios will seek
an opinion of counsel to this effect. Generally, neither shareholders, contract owners nor retirement
plan participants will incur capital gains or losses on the exchange of Opportunity Growth Portfolio
shares for Mid Cap Growth Portfolio shares as a result of this reorganization. The cost basis on each
investment will also remain the same. If you choose to redeem your shares or make a total or partial
surrender of your contract, you may be subject to taxes and other charges under your contract.

Q: Who is paying the cost of the Special Shareholder Meeting and proxy solicitation?

A: Thrivent Financial will pay all of the shareholder meeting and proxy solicitation expenses. It will not
be paid for out of fund or portfolio assets.

Q: When should I vote?

A: Please vote as soon as possible by mail, telephone or the Internet. This will help avoid additional
follow-up costs.

Q. How can I vote?

A. You may vote by:

o Internet - https://vote.proxy-direct.com. Follow the directions on the enclosed voting instruction form.
o Telephone - Follow the directions on the enclosed voting instruction form. If this feature is used, you
are giving authorization for another person to execute your proxy and there is no need to mail the
voting instruction form.
o By mail - Date and sign the enclosed voting instruction form and return it in the enclosed postage-paid
envelope.

Q. Why should I vote?

A. Every vote is important and the Board encourages you to return your vote as soon as possible. Voting
your proxy ballot now will assure that the necessary number of votes are obtained, without the time and
expense required for additional proxy solicitation.

Q. Who should I call if I have questions about the proposals in the proxy statement?

A. Call 1-866-270-1532 with questions.

Q: How can I get more information about the Portfolios?

A: A copy of the prospectus for the Mid Cap Growth Portfolio accompanies this proxy statement and
prospectus as Appendix B.

The Mid Cap Growth Portfolio's Management's Discussion of Fund Performance and the Financial Highlights
from the most recent Annual Report to Shareholders of LB Series Fund, Inc. is attached as Appendix C.

To obtain a copy of the prospectus or the Statement of Additional Information for the Opportunity Growth
Portfolio, please write to LB Series Fund, Inc., 625 Fourth Avenue South, Minneapolis, Minnesota 55415
or call 1-800-847-4836.

To obtain a copy of the Statement of Additional Information for the Mid Cap Growth Portfolio or for this
proxy statement and prospectus, please write to LB Series Fund, Inc., 625 Fourth Avenue South,
Minneapolis, Minnesota 55415 or call 1-800-847-4836.

Opportunity Growth Portfolio

Series of

LB Series Fund, Inc.
625 Fourth Avenue South
Minneapolis, Minnesota 55415

NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS
To be held on April 7, 2004
___________________________________

A Special Meeting of Shareholders (the "Special Meeting") of the Opportunity Growth Portfolio, which is a series
of LB Series Fund, Inc., will be held at the Thrivent Financial for Lutherans building, 625 Fourth Avenue South,
Minneapolis, Minnesota on April 7, 2004, at 8:00 a.m. Central Time for the following purposes:

1. To approve a proposed Plan of Reorganization that provides that (a) all of the assets of the Opportunity
Growth Portfolio will be transferred to the Mid Cap Growth Portfolio in exchange for the Mid Cap Growth
Portfolio's shares of equal dollar value; (b) the stated accrued and unpaid liabilities of the
Opportunity Growth Portfolio will be assumed by the Mid Cap Growth Portfolio; (c) the Opportunity Growth
Portfolio will distribute pro rata to its shareholders, in complete liquidation, the shares of the Mid
Cap Growth Portfolio received in exchange for its net assets; and (d) the Opportunity Growth Portfolio
will cease to exist.

2. To consider and act upon any matter incidental to the foregoing and to transact such other business as
may properly come before the Special Meeting and all adjournments.

The Board of Directors of the Opportunity Growth Portfolio has fixed the close of business on February 13, 2004
as the record date for the determination of shareholders entitled to notice of, and to vote at, the Special
Meeting and all adjournments.

By Order of the Board of Directors,
James E. Nelson, Secretary

Minneapolis, Minnesota
March 3, 2004

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YOUR VOTE IS IMPORTANT

You can help Thrivent Financial for Lutherans, the adviser to the Opportunity Growth Portfolio and the Mid
Cap Growth Portfolio, avoid the necessity and expense of sending follow-up letters by promptly returning the enclosed
voting instruction form. If you are unable to be present in person at the Shareholder meeting, please mark, date,
sign and return the enclosed voting instruction form. The enclosed envelope requires no postage if mailed in the
United States. You also may vote by telephone (1-866-241-6194) or the Internet (https://vote.proxy-direct.com) by
entering the control number on the enclosed voting instruction form.

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PROXY STATEMENT AND PROSPECTUS

March 3, 2004

Opportunity Growth Portfolio
and
Mid Cap Growth Portfolio

Series of

LB Series Fund, Inc.
625 Fourth Avenue South
Minneapolis, Minnesota 55415
1-800-847-4836

This proxy statement and prospectus is furnished in connection with the solicitation of proxies by and on behalf
of the Board of Directors of LB Series Fund, Inc. (the " Fund") to be used at a Special Meeting of Shareholders
and any adjournments (collectively, the "Special Meeting") of the Opportunity Growth Portfolio of the Fund (the
"Opportunity Growth Portfolio") to be held at the Thrivent Financial for Lutherans building, 625 Fourth Avenue
South, Minneapolis, Minnesota 55415, on April 7, 2004, at 8:00 a.m. Central Time. This proxy statement and
prospectus and the accompanying Notice of Special Meeting of Shareholders and voting instruction form are first
being mailed on or about March 3, 2004.

At the Special Meeting, shareholders will be asked to approve a proposed Plan of Reorganization (the "Plan of
Reorganization") between the Opportunity Growth Portfolio and the Mid Cap Growth Portfolio (the "Mid Cap Growth
Portfolio" and together with the Opportunity Growth Portfolio, the "Portfolios") of the Fund. In this
reorganization, shares of the Opportunity Growth Portfolio will be exchanged for shares of the Mid Cap Portfolio.

Each Portfolio is a separate series of the Fund, which is an open-end investment company commonly called a mutual
fund. Both Portfolios issue and sell their shares to:

o separate accounts of Thrivent Financial for Lutherans ("Thrivent Financial") and Thrivent Life
Insurance Company ("Thrivent Life"), which are used to fund benefits of variable life
insurance and variable annuity contracts (the "variable contracts") issued by Thrivent Financial
and Thrivent Life, and

o retirement plans sponsored by Thrivent Financial (collectively, the "retirement plans").

The Plan of Reorganization provides that:

o All of the assets of the Opportunity Growth Portfolio will be transferred to the Mid Cap Growth
Portfolio in exchange for shares of the Mid Cap Growth Portfolio having a value equal to the
value of the assets so transferred, less liabilities assumed by the Mid Cap Growth Portfolio;

o The stated accrued and unpaid liabilities of the Opportunity Growth Portfolio will be assumed by
the Mid Cap Growth Portfolio; and

o Shares of the Mid Cap Growth Portfolio will be distributed pro rata to the shareholders of the
Opportunity Growth Portfolio in complete liquidation of the Opportunity Growth Portfolio.

If the Plan of Reorganization is approved, the shares of the Opportunity Growth Portfolio that fund benefits
under your variable contract or retirement plan automatically will be exchanged for an equal dollar value of
shares of the Mid Cap Growth Portfolio.

Please retain this proxy statement and prospectus for future reference. It sets forth concisely the information
that you should know before voting. It is the proxy statement for the Special Meeting of Shareholders of the
Opportunity Growth Portfolio (please see the notice of Special Meeting). It is also the prospectus that
describes the shares of the Mid Cap Growth Portfolio that are being registered with the Securities and Exchange
Commission and issued in the Reorganization.

The following documents contain additional information about the Opportunity Growth Portfolio and are
incorporated into this proxy statement and prospectus by reference. To obtain copies of these documents without
charge, write to the LB Series Fund, Inc. at 625 Fourth Avenue South, Minneapolis, MN 55415 or call
1-800-847-4836.

o The prospectus of the Opportunity Growth Portfolio dated April 30, 2003, as supplemented.
o The Statement of Additional Information of the Opportunity Growth Portfolio dated April 30, 2003
o Management's Discussion of Fund Performance and the Financial Highlights with respect to the Opportunity
Growth Portfolio from the Annual Report for the Opportunity Growth Portfolio dated December 31, 2003.

The following documents contain additional information about the Mid Cap Growth Portfolio and are incorporated
into this proxy statement and prospectus by reference. To obtain copies of these documents, as well as a copy of
the latest Annual Report for LB Series Fund, Inc., without charge, write to LB Series Fund, Inc. at 625 Fourth
Avenue South, Minneapolis, Minnesota 55415 or call 1-800-847-4836.

o The prospectus of the Mid Cap Growth Portfolio dated April 30, 2003, as supplemented, accompanies this
proxy statement and prospectus as Appendix B.
o The Statement of Additional Information of the Mid Cap Growth Portfolio dated April 30, 2003.
o Management's Discussion of Fund Performance and the Financial Highlights with respect to the Mid Cap
Growth Portfolio from the Annual Report for the Mid Cap Growth Portfolio dated December 31, 2003,
accompanies this proxy statement and prospectus as Appendix C.
o The Statement of Additional Information relating to this proxy statement and prospectus dated March 3,
2004.

Each of these documents relating to the Portfolios have been filed with the Securities and Exchange Commission
(the "SEC"), and you may obtain copies by accessing the SEC's Web site at http://www.sec.gov.

The shares offered by this proxy statement and prospectus are not deposits or obligations of any bank or
financial institution and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other
government agency. Investment in these shares involves investment risks, including the possible loss of
principal.

The Securities and Exchange Commission has not approved or disapproved these securities or determined if this
proxy statement and prospectus is truthful or complete. Any representation to the contrary is a criminal
offense.

TABLE OF CONTENTS

PAGE

SUMMARY 4
About the Reorganization 4
Comparative Expense Tables 4
Comparison of Investment Performance 5
Comparison of Investment Objectives, Strategies and Principal Risks of the
Opportunity Growth Portfolio and the Mid Cap Growth Portfolio 6
COMPARISON OF OPERATIONS 8
Investment Adviser 8
Portfolio Managers 8
The Separate Accounts and Retirement Plans 8
Federal Tax Consequences 8
INFORMATION ABOUT THE REORGANIZATION 10
Information Received by the Board of Directors 10
Considerations by the Board of Directors 10
Description of the Plan of Reorganization 11
Description of Mid Cap Growth Portfolio Shares 12
Investment Restrictions 12
Comparative Information on Shareholder Rights 12
Federal Income Tax Consequences 12
Capitalization 14
ADDITIONAL INFORMATION ABOUT THE OPPORTUNITY GROWTH PORTFOLIO
AND THE MID CAP GROWTH PORTFOLIO 15
VOTING INFORMATION 16
Quorum and Voting 16
Outstanding Shares and Voting Requirements. 17
Other Matters 17
Board Recommendation 17
PLAN OF REORGANIZATION -- APPENDIX A A-1
MID CAP GROWTH PORTFOLIO PROSPECTUS -- APPENDIX B B-1
MID CAP GROWTH PORTFOLIO MANAGEMENT'S DISCUSSION/FINANCIAL
HIGHLIGHTS-- APPENDIX C C-1
OPPORTUNITY GROWTH PORTFOLIO SHAREHOLDER INFORMATION--APPENDIX D D-1
MID CAP GROWTH PORTFOLIO SHAREHOLDER INFORMATION--APPENDIX E E-1

SUMMARY

This summary is qualified in its entirety by reference to the additional information contained elsewhere in this
proxy statement and prospectus (including documents incorporated by reference) and the Plan of Reorganization, a
form of which is attached to this proxy statement and prospectus as Appendix A.

About the Reorganization

The Board of Directors of the Opportunity Growth Portfolio unanimously recommends that shareholders approve the
Plan of Reorganization. Under the Plan of Reorganization, the Mid Cap Growth Portfolio would acquire all of the
assets and the stated and accrued liabilities of the Opportunity Growth Portfolio in exchange for the Mid Cap
Growth Portfolio's shares having an aggregate net asset value equal to the net asset value of the Opportunity
Growth Portfolio's assets so transferred, less the amount of the stated and accrued liabilities assumed by the
Mid Cap Portfolio. The Opportunity Growth Portfolio would then distribute in liquidation pro rata to its
shareholders all of the shares of the Mid Cap Portfolio it received in exchange for its assets. Together these
transactions are referred to in this proxy statement and prospectus as the "Reorganization".

As a result of the Reorganization, each shareholder of the Opportunity Growth Portfolio will become the owner of
the Mid Cap Growth Portfolio's shares having a total net asset value equal to the total net asset value of such
shareholder's holdings in the Opportunity Growth Portfolio on the date of the Reorganization. The Reorganization
will not affect your variable contract or retirement plan interest, nor will it have any other effect on your
variable contract or retirement plan, as the case may be.

Comparative Expense Tables

Shares of the Opportunity Growth Portfolio and the Mid Cap Growth Portfolio are sold without a sales charge, so
there are no direct shareholder fees. However, like all mutual funds, the Portfolios incur certain expenses in
their operations, including advisory fees and other expenses. These are indirect expenses.

The following expense table compares the annual operating expenses of the Opportunity Growth Portfolio and the
Mid Cap Growth Portfolio based on total assets for the fiscal year ended December 31, 2003, as reported in the
Fund's most recent annual report, and pro forma expenses showing these same expenses adjusted for the proposed
Reorganization.

Pro Forma
Actual Expenses Expenses
as of as of
December 31, 2003 December 31, 2003
----------------------------------------------------
Opportunity Mid Cap Mid Cap
Growth Growth Growth
Portfolio Portfolio Portfolio
Annual Portfolio Operating Expenses (Expenses
that are deducted from Fund assets)
Advisory Fees 0.40% 0.40% 0.40%
Other Expenses* 0.11% 0.07% 0.07%
Total Annual Fund Operating Expenses 0.51% 0.47% 0.47%

* Expenses have been restated to reflect the effect of elimination of expense reimbursements and the
introduction of an administrative fee, which went into effect January 1, 2004, of 0.03%.

Example

The following example is intended to help you compare the cost of investing in the Opportunity Growth Portfolio
with the cost of investing in the Mid Cap Growth Portfolio into which the Opportunity Growth Portfolio will be
reorganized if the proposed Reorganization is approved.

The example assumes that you invest $10,000 in each Portfolio for the time periods indicated and redeem all of
your shares at the end of those periods. The example assumes your investment has a 5% return each year, the
Portfolio's operating expenses remain the same, and you reinvest all dividends and distributions. If the fees
and expenses of your variable contract were included, the costs shown below would be higher. The example should
not be considered as representative of past or future expenses, and your actual costs may be higher or lower than
those shown.

Mid Cap Pro Forma Mid
Opportunity Growth Cap Growth
Growth Portfolio Portfolio Portfolio
------------------------------------------------
1 Year $ 52 $ 48 $ 48
3 Years $164 $151 $151
5 Years $285 $263 $263
10 Years $640 $591 $591

Comparison of Investment Performance

The average annual total return for the Opportunity Growth Portfolio and the Mid Cap Growth Portfolio for certain
periods is set forth in the chart below.

Average Annual Total Return
As of December 31, 2003

Since
1 year 5 years Inception
------ ------- ---------
Opportunity Growth Portfolio 42.35% -0.93% 1.36%
Mid Cap Growth Portfolio 35.92% 6.47% 7.41%

Comparison of Investment Objectives, Strategies, and Principal Risks

In addition to the objectives, strategies and risks set forth below, the Portfolios are subject to certain
additional investment policies and limitations. These policies and limitations are described in the prospectus
and Statement of Additional Information of the Portfolios.

The following contrasts and compares the investment objectives, strategies and principal risks of the Opportunity
Growth Portfolio and the Mid Cap Growth Portfolio.

Investment Objectives

The Opportunity Growth Portfolio seeks to achieve long-term growth of capital by investing primarily in a
professionally managed diversified portfolio of smaller capitalization common stocks.

The Mid Cap Growth Portfolio seeks to achieve long-term growth of capital by investing primarily in a
professionally managed diversified portfolio of common stocks of companies with medium market capitalizations.

Investment Strategies

The Opportunity Growth Portfolio and the Mid Cap Growth Portfolio use substantially similar investment
strategies. Under normal circumstances, the Opportunity Growth Portfolio invests at least 65% of its assets in
companies with market capitalizations similar to those companies included in widely known small cap indices such
as the Russell 2000 Growth Index and the S&P SmallCap 600/Barra Growth Index, while the Mid Cap Growth Portfolio
invests at least 80% of its net assets (plus the amount of any borrowing for investment purposes) in companies
with market capitalizations similar to those companies included in widely known mid cap indices such as the
Russell Midcap Growth Index and the S&P MidCap 400/Barra Growth Index. The benchmarks for the two Portfolios are
the Russell 2000 Growth Index and the Russell MidCap Growth Index, respectively.

Thrivent Financial, the investment adviser for the Portfolios, uses fundamental and technical investment research
techniques to determine what stocks to buy and sell. Fundamental analysis generally involves assessing a
company's security's value based on factors such as sales, assets, markets, management, products and services,
earnings, and financial structure. Technical analysis generally involves studying trends and movements in a
security's price, trading volume, and other market-related factors. In addition, Thrivent Financial focuses on
companies that have a strong record of earnings growth or show good prospects for growth in sales and earnings
and also considers the trends in the market as a whole.

Because of the similarities in investment objectives and strategies for the two Portfolios, there is a
substantial overlap in the stocks included in their investment portfolios and the proportions of those stocks.

Principal Risks

The Opportunity Growth Portfolio and the Mid Cap Growth Portfolio are subject to substantially similar risks.
They include the risks of sudden and unpredictable drops in the value of the market as a whole and periods of
lackluster performance. Stock markets can decline for many reasons, including adverse political or economic
developments, changes in investor psychology, or heavy institutional selling. The prospects for an industry or
company may deteriorate because of a variety of factors, including disappointing earnings or changes in the
competitive environment.

Growth style investing includes the risk of investing in securities whose prices historically have been more
volatile than other securities, especially over the short term. Growth stock prices reflect projections of
future earnings or revenues, and if a company's earnings or revenues fall short of expectations, its stock price
may fall dramatically.

The Opportunity Growth Portfolio invests in smaller companies that have greater price volatility, lower trading
volume and less liquidity than larger, more established companies. Medium-sized companies often have similar
characteristics, although to a lesser extent than smaller companies. The companies the Portfolios invest in tend
to have more limited product lines, smaller revenues and less management depth than larger companies. Therefore,
both Portfolios may under-perform other stock portfolios (such as large company stock portfolios) when stocks of
small- or medium-sized companies are out of favor.

The success of either Portfolio's investment strategy depends significantly on Thrivent Financial's skill in
assessing the potential of the securities in which the Portfolios invest. Shares of the Portfolios may rise and
fall in value and there is a risk that you could lose money by investing in either Portfolio. Neither Portfolio
can be certain that it will achieve its objective.

COMPARISON OF OPERATIONS

Investment Adviser

Thrivent Financial serves as investment adviser and provides investment research and supervision for the
Opportunity Growth Portfolio and the Mid Cap Growth Portfolio. Thrivent Financial's corporate office is located
at 625 Fourth Avenue South, Minneapolis, Minnesota 55415. As of December 31, 2003, Thrivent Financial and its
affiliates had approximately $62.4 billion in assets under management.

Portfolio Managers

Opportunity Growth Portfolio

Andrea J. Thomas, CFA has served as portfolio manager of the Opportunity Growth Portfolio since 2002. She also
has served as portfolio manager of the Lutheran Brotherhood Opportunity Growth Fund, a series of an affiliated
mutual fund group, since 2002. Ms. Thomas has been with Thrivent Financial since 1993 and served as an associate
portfolio manager from 1997 to 2002.

Mid Cap Growth Portfolio

Brian L. Thorkelson and Andrea J. Thomas, CFA serve as portfolio co-mangers of the Mid Cap Growth Portfolio

Mr. Thorkelson has served as the portfolio manager of the Mid Cap Growth Portfolio since its inception in 1998.
Mr. Thorkelson has been with Thrivent Financial since 1987.

Ms. Thomas has served as the portfolio manager of the Mid Cap Growth Portfolio since November 2003, and she
served as an associate portfolio manager of the portfolio from 1997 to 2002. Ms. Thomas has been with Thrivent
Financial since 1993 and has served as a portfolio manager since 2002.

If the proposed Reorganization is approved, Ms. Thomas and Mr. Thorkelson will serve as portfolio co-managers of
the Mid Cap Growth Portfolio.

The Separate Accounts and Retirement Plans

Shares of the Opportunity Growth Portfolio and the Mid Cap Growth Portfolio are currently sold, without sales
charges, to:

o Separate accounts of Thrivent Financial and Thrivent Life, which are used to fund variable contracts
issued by Thrivent Financial and Thrivent Life.
o Retirement plans sponsored by Thrivent Financial.

The distribution, purchase and redemption procedures and exchange rights of shareholders of the Opportunity
Growth Portfolio and the Mid Cap Growth Portfolio are identical. The prospectus for each variable contract
describes how the premiums and the assets relating to the variable contract may be allocated among one or more of
the subaccounts that correspond to the Opportunity Growth Portfolio and the Mid Cap Growth Portfolio.
Participants in the retirement plans should consult retirement plan documents for information on how to invest in
the Portfolios.

The separate accounts and the retirement plans each place an order to buy or sell shares of a respective
portfolio each business day. The amount of the order is based on the aggregate instructions from owners of the
variable contracts or the participants in the retirement plans. Orders received before the close of the New York
Stock Exchange ("NYSE") on a given day result in share purchases and redemptions at the net asset value ("NAV")
calculated as of the close of the NYSE that day.

Federal Tax Consequences

As a condition to each Reorganization, the Fund will receive an opinion of counsel that the Reorganization will
be considered a tax-free "reorganization" under existing provisions of the Internal Revenue Code of 1986, as
amended (the "Code"). Based on customary assumptions and representations, neither the Opportunity Growth
Portfolio nor the Mid Cap Portfolio nor the shareholders of the Opportunity Growth Portfolio or Mid Cap Growth
Portfolio will recognize any gain or loss for federal income tax purposes. The tax basis of the Mid Cap Growth
Portfolio's shares received by the Opportunity Growth Portfolio's shareholders will be the same as the tax basis
of their shares in the Opportunity Growth Portfolio.

After the Reorganization, the utilization by the Mid Cap Growth Portfolio of (1) carryovers of pre-Reorganization
capital losses realized by the Opportunity Growth Portfolio and (2) capital losses it realized after the
Reorganization that are attributable to the Opportunity Growth Portfolio's built-in unrealized capital losses as
of the Closing Date, will be subject to limitation under the Code.

INFORMATION ABOUT THE REORGANIZATION

Information Received by the Board of Directors

In connection with its consideration of the proposed Reorganization and its anticipated effects on the
Opportunity Growth Portfolio, the Board of Directors (the "Board") of the Fund, including those directors who are
not interested persons of Thrivent Financial or any of its affiliates (the "Independent Directors"), requested
from Thrivent Financial and reviewed information to assist the Board in its evaluation, including:

o The terms of the proposed Plan of Reorganization;

o The investment restrictions and fundamental investment policies of the Opportunity Growth Portfolio and
the Mid Cap Growth Portfolios;

o Performance of each Portfolio against each other, with other funds, its Lipper Peer Group and relevant
benchmarks;

o Analysis of the impact of the proposed Reorganization of each Portfolio, including on expense ratios; and

o The correlation of underlying investments in the Portfolios and their respective benchmarks.

Considerations by the Board of Directors

The Board believes that the proposed Reorganization is in the best interests of the Opportunity Growth Portfolio
and its shareholders. Further, the Board has determined that the interests of the Opportunity Growth Portfolio
shareholders will not be diluted as a result of the Reorganization. The Contracts Committee of the Board
(consisting of the Independent Directors of the Board) considered factual matters and structural issues in
connection with the proposed Reorganization at meetings on August 26, 2003 and October 7 - 8, 2003. At these
meetings, representatives of Thrivent Financial discussed the proposed Reorganization with the Contracts
Committee in general terms and in detail. In considering the proposed Reorganization, the Board was advised at
all formal meetings by the Fund's independent outside legal counsel.

The Contracts Committee met again on November 11 - 12, 2003 to receive additional information concerning the
Reorganization. At this meeting, representatives of Thrivent Financial reviewed the proposed Reorganization and
the Plan of Reorganization in detail. These representatives also presented comparative performance and expense
information for the Opportunity Growth Portfolio and the Mid Cap Growth Portfolio. After reviewing the proposed
Reorganization and Plan of Reorganization, the Contracts Committee unanimously approved the Reorganization.
Thereafter, at an in-person meeting on November 12, 2003, the Board (including all of the Independent Directors)
unanimously approved the Reorganization and Plan of Reorganization and recommended their approval by Opportunity
Growth Portfolio shareholders. In approving the Plan of Reorganization, the Board considered the following
factors:

o The long-term historical performance of the Mid Cap Growth Portfolio has been better than that of the
Opportunity Growth Portfolio. The Mid Cap Growth Portfolio is larger than the Opportunity Growth
Portfolio and the expense ratio of the Mid Cap Growth Portfolio is lower than the expense ratio of the
Opportunity Growth Portfolio.

o The Opportunity Growth Portfolio and Mid Cap Growth Portfolio both have investment objectives that seek
long-term growth of capital. Although the Opportunity Growth Portfolio normally invests in smaller
capitalization companies and the Mid Cap Growth Portfolio normally invests in companies with medium
market capitalization, the Opportunity Growth Portfolio is managed in a substantially similar growth
style and by the same investment adviser as the Mid Cap Growth Portfolio. In addition, there is a
substantial overlap in the securities held by the two Portfolios and in the companies that make up the
benchmarks that are used for performance comparisons. Thus, the Reorganization will enable Opportunity
Growth Portfolio shareholders to continue their current investment programs with minimal disruption.

o The Reorganization will result in the Mid Cap Growth Portfolio having a larger asset base. This is
expected to provide the Mid Cap Growth Portfolio with potential benefits from greater portfolio
diversification and the opportunity to conduct other investment transactions on potentially more
advantageous terms than two separate, smaller portfolios. There are also opportunities to spread
relatively fixed costs over a larger asset base.

o Thrivent Financial has committed to invest between $4 and $5 million to enhance the quality of its asset
management capabilities, including hiring additional investment and administrative support professionals
and making infrastructure investments to support investment research.

o Thrivent Financial will be responsible for payment of the expenses related to the Reorganization.

o The Reorganization will not result in the recognition of any gain or loss for federal income tax
purposes by the Opportunity Growth Portfolio, the Mid Cap Growth Portfolio or their shareholders.

Description of the Plan of Reorganization

The Plan of Reorganization provides that the Opportunity Growth Portfolio will transfer all of its assets to the
Mid Cap Growth Portfolio in exchange solely for the Mid Cap Growth Portfolio's shares. Shares of the Mid Cap
Growth Portfolio will be distributed pro rata by the Opportunity Growth Portfolio to its shareholders in complete
liquidation of the Opportunity Growth Portfolio. The closing of the proposed Reorganization is expected to occur
on or about April 30, 2004. The Mid Cap Growth Portfolio also will assume the stated accrued and unpaid
liabilities of the Opportunity Growth Portfolio as of the closing date. The value of the Opportunity Growth
Portfolio's assets and liabilities to be acquired and assumed by the Mid Cap Growth Portfolio will be the value
of such assets computed as of the close of regular trading on the New York Stock Exchange (normally 4:00 p.m.
EST) on the closing date using the valuation procedures for the Mid Cap Portfolio. Shareholders of the
Opportunity Growth Portfolio will become shareholders of the Mid Cap Growth Portfolio as of the closing date and
will be entitled to the Mid Cap Growth Portfolio's next dividend distribution thereafter. Opportunity Growth
Portfolio shareholders will receive shares in the Mid Cap Growth Portfolio having a total net asset value equal
to the total net asset value of their Opportunity Growth Portfolio shares as of the closing.

On or before the closing, the Opportunity Growth Portfolio will declare and pay a dividend or dividends which,
together with all previous dividends, will have the effect of distributing to its shareholders substantially all
of its net investment income and realized net capital gain, if any, for all taxable years ending on or before the
closing date.

Consummation of the Reorganization is subject to the conditions set forth in the Plan of Reorganization,
including receipt of a tax opinion in form and substance reasonably satisfactory to the Opportunity Growth
Portfolio and the Mid Cap Growth Portfolio, as described under the caption "Federal Income Tax Consequences"
below. The Plan of Reorganization may be terminated and the Reorganization may be abandoned at any time before
or after approval by the Opportunity Growth Portfolio shareholders prior to the closing date if the Board
determines that consummation of the Reorganization would not be in the best interests of shareholders of the
Portfolios.

Under the Plan of Reorganization, Thrivent Financial will be responsible for the payment of the expenses related
to consummating the Reorganization. Such expenses include, but are not limited to, accountants' fees, legal
fees, registration fees, transfer taxes (if any), the fees of banks and the costs of preparing, printing, copying
and mailing proxy solicitation materials to the Opportunity Growth Portfolio shareholders and the costs of
holding the Special Meeting.

The foregoing description of the Plan of Reorganization is qualified in its entirety by the terms and provisions
of the Plan of Reorganization, a copy of which is attached hereto as Appendix A and incorporated into this proxy
statement and prospectus by reference.

Description of Mid Cap Growth Portfolio Shares

Full and fractional shares of the Mid Cap Growth Portfolio will be issued in the Reorganization without the
imposition of a sales charge or other fee to the Opportunity Growth Portfolio shareholders. Shares of the Mid
Cap Growth Portfolio to be issued to Opportunity Growth Portfolio shareholders under the Plan of Reorganization
will be fully paid and non-assessable when issued and transferable without restriction and will have no
preemptive or conversion rights.

Investment Restrictions

The Opportunity Growth Portfolio and the Mid Cap Growth Portfolio are subject to identical investment
restrictions that limit the scope of their investments.

Comparative Information on Shareholder Rights

The Opportunity Growth Portfolio and the Mid Cap Growth Portfolio are both series of LB Series Fund, Inc., a
Minnesota corporation. The operations for each Portfolio are governed by the Articles of Incorporation and
Bylaws of the Fund and by Minnesota law.

Federal Income Tax Consequences

As a condition to the Reorganization, the Opportunity Growth Portfolio and Mid Cap Growth Portfolio will receive
an opinion from counsel to the effect that, on the basis of the existing provisions of the Code, current
administrative rules and court decisions, for federal income tax purposes:

1. The Reorganization will qualify as a "reorganization" under section 368(a)(1) of the Code, and the
Opportunity Growth Portfolio and the Mid Cap Growth Portfolio each will be "a party to a reorganization"
within the meaning of section 368(b) of the Code.

2. The Opportunity Growth Portfolio will recognize no gain or loss on the transfer of its assets to the Mid
Cap Growth Portfolio in exchange solely for the Mid Cap Growth Portfolio's shares or on the subsequent
distribution of those shares to the Opportunity Growth Portfolio's shareholders in exchange for their
Opportunity Growth Portfolio shares.

3. The Mid Cap Growth Portfolio will recognize no gain or loss on its receipt of those assets in exchange
solely for its shares.

4. The Mid Cap Growth Portfolio's basis in those assets will be the same as the Opportunity Growth
Portfolio's basis therein immediately before the Reorganization, and the Mid Cap Growth Portfolio's
holding period for those assets will include the Opportunity Growth Portfolio's holding period.

5. An Opportunity Growth Portfolio shareholder will recognize no gain or loss on the exchange of the
shareholder's Opportunity Growth Portfolio shares solely for Mid Cap Growth Portfolio shares after the
Reorganization.

6. An Opportunity Growth Portfolio shareholder's aggregate basis in the Mid Cap Growth Portfolio shares
received by the shareholder in the Reorganization will be the same as the aggregate basis in the
shareholder's Opportunity Growth Portfolio shares to be constructively surrendered in exchange for those
Opportunity Growth Portfolio shares.

You should recognize that an opinion of counsel is not binding on the Internal Revenue Service ("IRS") or any
court. Neither the Opportunity Growth Portfolio nor the Mid Cap Growth Portfolio expect to obtain a ruling from
the IRS regarding the consequences of the Reorganizations. Accordingly, if the IRS sought to challenge the tax
treatment of the Reorganization and was successful, neither of which is anticipated, the Reorganization would be
treated as a taxable sale of assets of the Opportunity Growth Portfolio, followed by the taxable liquidation
thereof.

Capitalization

The following table presents, as of December 31, 2003:

o The capitalization of the Opportunity Growth Portfolio;

o The capitalization of the Mid Cap Growth Portfolio; and

o The pro forma capitalization of the Mid Cap Growth Portfolio as adjusted to give effect to the
Reorganization.

The capitalization of the Opportunity Growth Portfolio and the Mid Cap Growth Portfolio is likely to be different
on the closing date as a result of daily share purchase and redemption activity in the Portfolios as well as the
effects of the other ongoing operations of the Portfolios prior to the closing date.

- ------------------------------------------ -------------------------- ------------------------- -------------------------
Pro Forma
Opportunity Mid Cap Mid Cap
Growth Portfolio Growth Portfolio Growth Portfolio
---------------- ---------------- ----------------
Total Net Assets $268,847,344 $478,842,255 $747,689,599
Shares Outstanding 27,180,130 36,600,498 57,149,951
Net Asset Value Per Share $9.89 $13.08 $13.08
- ------------------------------------------ -------------------------- ------------------------- -------------------------

ADDITIONAL INFORMATION ABOUT THE OPPORTUNITY GROWTH PORTFOLIO AND THE MID CAP GROWTH PORTFOLIO

Additional information about the Opportunity Growth Portfolio and the Mid Cap Growth Portfolio, including
information about their investment objectives, policies and restrictions and financial histories, may be found in
the current prospectus, Statement of Additional Information, and annual reports of the Fund, and in the Statement
of Additional Information relating to this proxy statement and prospectus. You may obtain copies of these
documents free of charge by calling 1-800-847-4836.

The Opportunity Growth Portfolio and the Mid Cap Growth Portfolio are subject to the informational requirements
of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended and the 1940 Act.
Therefore, the Opportunity Growth Portfolio and the Mid Cap Growth Portfolio file proxy materials, reports and
other information with the SEC, which can be inspected and copied at the SEC's public reference room located at
450 5th Street NW, Room 1200, Washington, D.C. 20549. You may call the SEC at 1-202-942-8090 for information
about the operation of the public reference rooms.

You may also access such information about the Opportunity Growth Portfolio and the Mid Cap Growth Portfolio on
the SEC's Internet site at http://www.sec.gov. For a prescribed fee, you may obtain copies of this information
by sending an email request to publicinfo@sec.gov or writing to Public Reference Room, U.S. Securities and
Exchange Commission, 450 5th Street, NW, Room 1300, Washington, D.C. 20549. You may need to refer to the Fund's
file number:

1940 Act File No. 811-4603.

Management's Discussion of Fund Performance and the Financial Highlights with respect to the Mid Cap Growth
Portfolio from the Annual Report for the Mid Cap Growth Portfolio dated December 31, 2003 accompanies this proxy
statement and prospectus as Appendix C.

VOTING INFORMATION

This proxy statement and prospectus is furnished in connection with the solicitation of proxies by the Board for
use at the Special Meeting to be held on April 7, 2004, at 8:00 a.m., Central Time at 625 Fourth Avenue South,
Minneapolis, Minnesota, and at any adjournments thereof. Thrivent Financial will cast your votes according to
your voting instructions. If you sign and date your voting instruction form, but do not specify instructions,
your shares of the Opportunity Growth Portfolio will be voted IN FAVOR of the Plan of Reorganization. For shares
for which no voting instructions are received and for any shares held by Thrivent Financial, or by any of its
subsidiaries or affiliates for their own accounts, Thrivent Financial will cast votes in proportion to the shares
with respect to which they have received instructions from beneficial owners.

You may vote by mail, telephone or the Internet. Your vote must be received by 6:00 a.m., Central Time, on April
7, 2004. Vote by:

o Internet-- https://vote.proxy-direct.com. Follow the directions on the enclosed voting instruction card.

o Telephone - 1-866-235-4258. Follow the directions on the enclosed voting instruction card. If this
feature is used, you are giving authorization for another person to execute your proxy and there is no
need to mail the voting instruction form.

o Mail -- Date and sign the enclosed voting instruction form and return it in the enclosed postage-paid
envelope.

You may revoke your voting instructions at any time prior to their use by:

o giving written notice of revocation to an officer of the Fund,
o returning to an officer of the Fund a properly executed, later dated voting instruction form,
o voting later by telephone or Internet, or
o attending the Special Meeting, requesting return of any previously delivered voting instructions and
voting in person.

Attendance and voting at the Special Meeting will not by itself constitute a revocation of voting instructions.
Signed voting instructions received by the Board in time for voting that are not revoked will be voted in
accordance with the instructions noted on the form. Unless instructions to the contrary are marked on the voting
instruction form, the shares represented by the form will be voted FOR all the proposals. The voting instruction
form grants discretion to the persons named thereon to take action as they determine appropriate in connection
with any other matter that may properly come before the Special Meeting or any adjournments. The Board does not
currently know of any matter to be considered at the Special Meeting other than the matters set forth in the
Notice of Special Meeting of Shareholders

Quorum and Voting

A majority of the shares of the Portfolio entitled to vote at the Special Meeting represented in person or by
proxy constitutes a quorum. Thrivent Financial and its affiliates together are the record owners of a majority
of the shares of the Opportunity Growth Portfolio. Thrivent Financial's representation at the Special Meeting
will therefore assure the presence of a quorum.

Approval of proposed Reorganization requires the affirmative vote of the holders of a "majority of the
outstanding voting securities," of the Opportunity Growth Portfolio, as that term is defined in the Investment
Company Act of 1940, as amended ("1940 Act"). The 1940 Act defines a vote of the holders of a majority of the
outstanding voting securities of the Portfolio to mean the lesser of

o the vote of 67% or more of the shares of the Portfolio present at the Special Meeting if the holders of
more than 50% of the outstanding Portfolio shares are present or represented by proxy, or

o the vote of the holders of more than 50% of the outstanding shares of the Portfolio.

Abstentions have the same effect as votes cast against a proposal.

Outstanding Shares and Voting Requirements

The Board has fixed the close of business on February 13, 2004, as the record date for the determination of
shareholders of the Opportunity Growth Portfolio entitled to notice of and to vote at the Special Meeting and any
adjournments thereof. Each share of the Opportunity Growth Portfolio is entitled to one vote and fractional
shares have proportionate voting rights. Only shareholders of record as of the record date are entitled to vote
on the proposal. As of the record date, the Opportunity Growth Portfolio had 27,232,002.62 shares issued and
outstanding.

On the record date, the directors and officers of the Fund as a group owned beneficially (meaning they had the
power to vote or direct the voting of) less than 1% of the outstanding shares of the Opportunity Growth
Portfolio. To the best knowledge of the Opportunity Growth Portfolio, as of the record date, no person, except
as set forth in Appendix D, owned beneficially or of record 5% or more of the outstanding shares of the Portfolio.

On the record date, the directors and officers of the Fund as a group owned beneficially less than 1% of the
outstanding shares of the Mid Cap Growth Portfolio. To the best knowledge of the Mid Cap Growth Portfolio, as of
the record date, no person, except as set forth in Appendix E, owned beneficially or of record 5% or more of the
outstanding shares of the Mid Cap Portfolio.

Only shareholders of the Opportunity Growth Portfolio will be entitled to vote on the Plan of Reorganization.
The votes of shareholders of the Mid Cap Growth Portfolio are not being solicited since their approval is not
required in order to effect the Reorganization.

Other Matters

Management of the Opportunity Growth Portfolio knows of no other matters that may properly be, or which are
likely to be, brought before the Special Meeting. However, if any other business shall properly come before the
Special Meeting, the persons named in the proxy intend to vote thereon in accordance with their best judgment.

Board Recommendation

After carefully considering the issues involved, the Board of Directors has unanimously concluded that the
proposed Reorganization is in the best interests of the shareholders of the Opportunity Growth Portfolio. The
Board recommends that you vote FOR the Plan of Reorganization. Whether or not you expect to attend the Special
Meeting, we urge you to promptly sign, fill in and return the enclosed voting instruction form or vote by
toll-free telephone call or the Internet.

APPENDIX A

PLAN OF REORGANIZATION

PLAN OF REORGANIZATION ("Plan") whereby shares of the Opportunity Growth Portfolio (the "Acquired Portfolio) of LB Series Fund,
Inc. (the "Fund") will be exchanged for shares of the Mid Cap Growth Portfolio of ("Acquiring Portfolio") of the Fund.

This Plan is intended to be and is adopted as a plan of reorganization and liquidation within the meaning of Section 368(a) of the
United States Internal Revenue Code of 1986, as amended (the "Code"), with the Acquiring Fund and the Acquired Fund each being a
"party to a reorganization" within the meaning of Section 368(b) of the Code. The reorganization (the "Reorganization") will
consist of (a) the transfer of all of the assets of the Acquired Portfolio in exchange for shares of the Acquiring Portfolio (the
"Acquiring Portfolio Shares") and (b) the distribution, after the Closing Date herein referred to, of Acquiring Portfolio Shares to
the shareholders of the Acquired Portfolio in liquidation of the Acquired Portfolio and the subsequent dissolution of the Acquired
Portfolio.

TRANSFER OF ASSETS OF THE ACQUIRED PORTFOLIO
IN EXCHANGE FOR ACQUIRING PORTFOLIO SHARES
AND LIQUIDATION OF THE ACQUIRED PORTFOLIO

1.1 The Acquired Portfolio will transfer all of its assets to the Acquiring Portfolio free and clear of all liens and
encumbrances, except as otherwise provided herein, in exchange for (i) the assumption by the Acquiring Portfolio of the
stated accrued and unpaid liabilities of the Acquired Portfolio, and (ii) delivery by the Acquiring Portfolio to the
Acquired Portfolio, for distribution pro rata by the Acquired Portfolio to its shareholders in proportion to their
respective ownership of shares of common stock of the Acquired Portfolio, as of the close of business on April 30, 2004,
or such later date as may be determined by the President of the Fund (the "Closing Date"), of a number of the Acquiring
Portfolio Shares having an aggregate net asset value equal to the value of the assets, less such liabilities (herein
referred to as the "net value of the assets") assumed, assigned and delivered, all determined as provided in Paragraph
2.1 hereof and as of a date and time as specified therein. Such transactions shall take place at the closing provided
for in Paragraph 3.1 hereof (the "Closing"). All computations shall be provided by Thrivent Investment Management Inc.
(the "Pricing Agent") for the Acquiring Portfolio and the Acquired Portfolio.

1.2 (a) The assets of the Acquired Portfolio to be acquired by the Acquiring Portfolio shall consist of all property,
including, without limitation, all cash, securities and dividends or interest receivables which are owned by
the Acquired Portfolio and any deferred or prepaid expenses shown as an asset on the books of the Acquired
Portfolio on the Closing Date; and

(b) In the event that the Acquired Portfolio holds any investments which the Acquiring Portfolio may not hold, the
Acquired Portfolio will dispose of such securities prior to the Closing Date. In addition, if it is determined
that the portfolios of the Acquired Portfolio and the Acquiring Portfolio, when aggregated, would contain
investments exceeding certain percentage limitations imposed upon the Acquiring Portfolio with respect to such
investments, the Acquired Portfolio, if requested by the Acquiring Portfolio, will dispose of and/or reinvest
a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the
Closing Date.

1.3 The Acquiring Portfolio shall assume the right to assert all legal claims against third parties as would have been
available to the Acquired Portfolio as of the Closing Date.

1.4 The Acquired Portfolio will liquidate by distributing pro rata to the Acquired Portfolio's shareholders of record
determined as of the close of business on the Closing Date (the "Acquired Portfolio Shareholders"), the Acquiring
Portfolio Shares it receives pursuant to paragraph 1.1. Such liquidation and distribution will be accomplished by the
transfer of the Acquiring Portfolio Shares then credited to the account of the Acquired Portfolio on the books of the
Acquiring Portfolio to open accounts on the share records of the Acquiring Portfolio in the name of the Acquired
Portfolio Shareholders and representing the respective pro rata number of the Acquiring Portfolio Shares due such
shareholders. All issued and outstanding shares of the Acquired Portfolio will simultaneously be canceled on the books
of the Acquired Portfolio. Following the liquidation and distribution, the Acquired Portfolio shall be dissolved under
the laws of the State of Minnesota and in accordance with its governing documents.

II.

VALUATION

2.1 The net asset values of the Acquiring Portfolio Shares and the net values of the assets and liabilities of the Acquired
Portfolio to be transferred shall, in each case, be determined as of the close of business (4:00 p.m. Eastern time) on
the Closing Date. The net asset values of the Acquiring Portfolio Shares shall be computed by the Pricing Agent in the
manner set forth in the Fund's Articles of Incorporation or By-Laws and the Acquiring Portfolio's then-current
prospectus and statement of additional information and shall be computed in each case to not fewer than two decimal
places. The net values of the assets of the Acquired Portfolio to be transferred shall be computed by the Pricing Agent
by calculating the value of the assets transferred by the Acquired Portfolio and by subtracting therefrom the amount of
the liabilities assigned and transferred to and assumed by the Acquiring Portfolio on the Closing Date, said assets and
liabilities to be valued in the manner set forth in the Acquired Portfolio's then current prospectus and statement of
additional information and shall be computed in each case to not fewer than two decimal places.

2.2 The number of Acquiring Portfolio Shares to be issued (including fractional shares, if any) in exchange for the Acquired
Portfolio's assets shall be determined by dividing the value of the Acquired Portfolio's assets less the liabilities
assumed by the Acquiring Portfolio, by the Acquiring Portfolio's net asset value per share.

2.3 All computations of value shall be made by the Pricing Agent, in accordance with its regular practice as Pricing Agent
for the Acquired Portfolio and the Acquiring Portfolio, respectively.

III.

CLOSING

3.1 All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business on the
Closing Date unless otherwise provided.

3.2 In the event that on the Valuation Date (a) the New York Stock Exchange ("NYSE") or another primary trading market for
portfolio securities of the Acquiring Portfolio or the Acquired Portfolio shall be closed to trading or trading thereon
shall be restricted or (b) trading or the reporting of trading on the NYSE or elsewhere shall be disrupted so that
accurate appraisal of the value of the net assets of the Acquiring Portfolio or the Acquired Portfolio is impracticable,
the Closing Date shall be postponed until the first business day after the day when trading shall have been fully
resumed and reporting shall have been restored.

3.3 Portfolio securities which are not held in book-entry form shall be delivered by the Acquired Portfolio to State Street
Bank and Trust Company (the "Custodian") for the account of the Acquiring Portfolio on the Closing Date, duly endorsed
in proper form for transfer, in such condition as to constitute good delivery. Portfolio securities held of record by
the Custodian in book-entry form on behalf of the Acquired Portfolio shall be delivered to the Acquiring Portfolio by
the Custodian by recording the transfer of beneficial ownership thereof on its records. Any cash shall be delivered by
the Custodian crediting the Acquiring Portfolio's account.

3.4. The Acquired Portfolio will file its final federal and other tax returns for the period ending on the Closing Date in
accordance with the Code. At the Closing Date, all federal and other tax returns and reports of the Acquired Portfolio
required by law then to have been filed prior to the Closing Date shall have been filed, and all federal and other taxes
shown as due on such returns shall have been paid so far as due, or provision shall have been made for the payment
thereof.

IV.

REGISTRATION STATEMENT and SHAREHOLDER MEETING

4.1 The Fund will prepare and file with the SEC a registration statement on Form N-14 (the "Registration Statement") along
with any other required or appropriate filings with respect to the actions contemplated hereby. As soon as practicable
after the effective date of the Registration Statement, the Acquired Portfolio shall hold a shareholder meeting (the
"Shareholder Meeting") to consider and approve the Reorganization and such other matters as the Board of Directors of
the Fund may determine.

CONDITIONS TO CLOSING

5.1 This Plan shall have been approved by the requisite vote of the holders of the outstanding shares of the Acquired
Portfolio in accordance with the requirements of the 1940 Act, Minnesota law, and the Articles and Bylaws of the Fund.

5.2 On the Closing Date, no action, suit or other proceeding shall be pending before any court or governmental agency in
which it is sought to restrain or prohibit, or obtain damages or other relief in connection with the transactions
contemplated herein.

5.3 All consents of other parties and all other consents, orders and permits of federal, state and local regulatory
authorities (including those of the Commission and of state Blue Sky and securities authorities, including "no-action"
positions of and exemptive orders from such federal and state authorities) necessary to permit consummation, in all
material respects, of the Reorganization, except where failure to obtain any such consent, order or permit would not
involve a risk of a material adverse effect on the assets or properties of the Acquiring Portfolio or the Acquired
Portfolio.

5.4 The Registration Statement shall have become effective under the 1933 Act and the 1940 Act and no stop orders suspending
the effectiveness thereof shall have been issued and, to the best knowledge of the parties hereto, no investigation or
proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act or
the 1940 Act.

5.5 The Acquired Portfolio shall have distributed to its shareholders, in a distribution or distributions qualifying for the
deduction for dividends paid under Section 561 of the Code, all of its investment company taxable income (as defined in
Section 852(b)(2) of the Code determined without regard to Section 852(b)(2)(D) of the Code) for its taxable year ending
on the Closing Date, all of the excess of (i) its interest income excludable from gross income under Section 103(a) of
the Code over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ending on
the Closing Date, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) and (C) of the Code),
after reduction by any available capital loss carryforward, for its taxable year ending on the Closing Date.

5.6 The parties shall have received a favorable opinion of _____________, addressed to the Acquiring Portfolio and the
Acquired Portfolio, substantially to the effect that for federal income tax purposes:

(a) The transfer of all of the Acquired Portfolio's assets in exchange for Acquiring Portfolio Shares and the
assumption by the Acquiring Portfolio of the Assumed Liabilities of the Acquired Portfolio will constitute a
"reorganization" within the meaning of Section 368(a) of the Code, and the Acquiring Portfolio and the
Acquired Portfolio are each a "party to a reorganization" within the meaning of Section 368(b) of the Code;

(b) No gain or loss will be recognized by the Acquiring Portfolio upon the receipt of the assets of the Acquired
Portfolio in exchange for the Acquiring Portfolio Shares and the assumption by the Acquiring Portfolio of all
of the outstanding liabilities of the Acquired Portfolio;

(c) No gain or loss will be recognized by the Acquired Portfolio upon the transfer of the Acquired Portfolio's
assets to the Acquiring Portfolio in exchange for Acquiring Portfolio Shares and the assumption by the
Acquiring Portfolio of all of the outstanding liabilities of the Acquired Portfolio or upon the distribution
(whether actual or constructive) of Acquiring Portfolio Shares to Acquired Portfolio's shareholders;

(d) No gain or loss will be recognized by shareholders of the Acquired Portfolio upon the exchange of their
Acquired Portfolio shares for the Acquiring Portfolio Shares;

(e) The aggregate tax basis for the Acquiring Portfolio Shares received by each of the Acquired Portfolio's
shareholders pursuant to the Reorganization will be the same as the aggregate tax basis of the Acquired
Portfolio shares held by such shareholder immediately prior to the Reorganization, and the holding period of
Acquiring Portfolio Shares to be received by each Acquired Portfolio shareholder will include the period
during which the Acquired Portfolio shares exchanged therefor were held by such shareholder (provided that
such Acquired Portfolio shares were held as capital assets on the date of the Reorganization); and

(f) The tax basis to the Acquiring Portfolio of the Acquired Portfolio's assets acquired by the Acquiring
Portfolio will be the same as the tax basis of such assets to the Acquired Portfolio immediately prior to the
Reorganization, and the holding period of the assets of the Acquired Portfolio in the hands of the Acquiring
Portfolio will include the period during which those assets were held by the Acquired Portfolio.

5.7. Thrivent Financial for Lutherans and/or one or more of its affiliates shall have agreed to pay the expenses incurred in
connection with the Reorganization, including the expenses of:

(a) counsel and independent accountants associated with the Reorganization;

(b) printing and mailing the Prospectus/Proxy Statement and soliciting proxies in connection with the Shareholder
Meeting,

(c) any special pricing fees associated with the valuation of the Acquired Portfolio's or the Acquiring
Portfolio's portfolio on the Closing Date;

(d) expenses associated with preparing and filing the Registration Statement; and

(e) registration or qualification fees and expenses of preparing and filing such forms, if any, necessary under
applicable state securities laws to qualify the Acquiring Portfolio Shares to be issued in connection with the
Reorganization.

APPENDIX B

LB Series Fund, Inc.

Prospectus

April 30, 2003

Mid Cap Growth Portfolio

The Securities and Exchange Commission has not approved or disapproved these
securities or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.

Table of Contents
PAGE

Mid Cap Growth Portfolio...........................

Fees and Expenses of the Portfolio.................

Management.........................................
Investment Adviser.............................
Advisory Fees..................................
Personal Securities Investments................

The Separate Accounts and the Retirement Plans.....

Pricing of Fund Shares.............................

Tax Matters........................................

Other Securities and Investment Practices..........

Financial Highlights...............................

Mid Cap Growth Portfolio

Investment Objective

The investment objective of the Mid Cap Growth Portfolio is to achieve
long-term growth of capital by investing primarily in a professionally managed
diversified portfolio of common stocks of companies with medium market
capitalizations.

Principal Strategies

The Mid Cap Growth Portfolio tries to increase the long-term value of your
investment by investing in common stocks of companies with medium market
capitalizations. Under normal market conditions, the Mid Cap Growth Portfolio
invests at least 80% of its net assets (plus the amount of any borrowing for
investment purposes) in companies with market capitalizations similar to those
companies included in widely known mid cap indices such as the Russell MidCap
Growth Index and the S&P MidCap 400/Barra Growth Index at the time of the
Portfolio's investment. Should Thrivent Financial determine that the Fund would
benefit from reducing the percentage of invested assets form 80% to a lesser
amount, you will be notified at least 60 days prior to such a change.

Thrivent Financial for Lutherans ("Thrivent Financial"), the Portfolio's
investment adviser, uses both fundamental and technical investment research
techniques to determine what stocks to buy and sell. Thrivent Financial focuses
on companies that have a strong record of earnings growth or show good prospects
for growth in sales and earnings and also considers the trends in the market as
a whole.

The Mid Cap Growth Portfolio may sell securities for a variety of reasons, such
as to secure gains, limit losses, or reposition assets into more promising
opportunities.

Principal Risks

The Mid Cap Growth Portfolio's principal risks are the risks generally of stock
investing. They include the risk of sudden and unpredictable drops in the value
of the market as a whole and periods of lackluster performance. Stock markets
can decline for many reasons, including adverse political or economic
developments, changes in investor psychology, or heavy institutional selling.
The prospects for an industry or company may deteriorate because of a variety
of factors, including disappointing earnings or changes in the competitive
environment.

Growth style investing includes the risk of investing in securities whose prices
historically have been more volatile than other securities, especially over the
short term. Growth stock prices reflect projections of future earnings or
revenues, and if a company's earnings or revenues fall short of expectations,
its stock price may fall dramatically.

In addition, medium-sized companies often have greater price volatility, lower
trading volume, and less liquidity than larger, more-established companies.
These companies tend to have smaller revenues, narrower product lines, less
management depth and experience, smaller shares of their product or service
markets, fewer financial resources, and less competitive strength than larger
companies.

For these and other reasons, the Mid Cap Growth Portfolio may underperform
other stock Portfolios (such as large company stock Portfolios) when stocks of
medium-sized companies are out of favor.

The success of the Portfolio's investment strategy depends significantly on
Thrivent Financial's skill in assessing the potential of the securities in
which the Portfolio invests. Shares of the Mid Cap Growth Portfolio will rise
and fall in value and there is a risk that you could lose money by investing in
the Portfolio. The Mid Cap Growth Portfolio cannot be certain that it will
achieve its objective.

Defining Terms

Fundamental investment analysis
Fundamental investment analysis generally involves assessing a company's or
security's value based on factors such as sales, assets, markets, management,
products and services, earnings, and financial structure.

Technical analysis
Technical analysis generally involves studying trends and movements in a
security's price, trading volume, and other market-related factors in an
attempt to discern patterns.

Volatility and Performance

The bar chart and table shown below provide an indication of the risks of
investing in the Mid Cap Growth Portfolio by showing changes in the
Portfolio's performance from year to year and by showing how the Portfolio's
average annual returns for a one-year period and since inception compared to
a broad-based securities market index.

The bar chart and table include the effects of Portfolio expenses, but not
charges or deductions against your variable contract, and assume that you sold
your investment at the end of the period. Because shares of the Portfolio may be
purchased only through variable life insurance and variable annuity contracts,
you should carefully review the variable contract prospectus for information on
applicable charges and expenses. If the charges and deductions against your
variable contract were included, returns would be lower than those shown.

How a Portfolio has performed in the past is not necessarily an indication of
how it will perform in the future. The Mid Cap Growth Portfolio commenced
operations on January 30, 1998.

[CHART]

YEAR-BY-YEAR TOTAL RETURN

1999 2000 2001 2002
- ------ ------ ------ -------
49.64% 13.37% -19.74% -26.09%

Best Quarter: Q4 '99 +34.13%
Worst Quarter: Q1 '01 -24.04%

AVERAGE ANNUAL TOTAL RETURNS
(Periods ending December 31, 2002)

Since
Inception
1 Year (1/30/98)
Mid Cap Growth Portfolio -26.09% 2.39%
- ------------------------------------------------
S&P MidCap 400 Index -14.51% 6.93%
- ------------------------------------------------
Russell MidCap Growth Index* -27.41% -1.49%
- ------------------------------------------------

The S&P MidCap 400 Index is an unmanaged index comprised of 400 stocks designed
to represent performance of the mid-cap segment of the U.S. equity markets.

The Russell MidCap Growth Index is an unmanaged index comprised of those
Russell MidCap Index companies with higher price-to-book ratios and higher
forecasted growth values, specifically the 800 smallest companies within the
top 1,000 of the Russell 3000 Index. The Russell 3000 Index is comprised of the
3,000 largest U.S. companies based on market capitalization and is designed to
represent the performance of about 98% of the U.S. equity market.

* Because the Russell MidCap Growth Index is a more accurate reflection of the
companies in which the Portfolio invests, it will be used to compare
performance of the Portfolio rather than the S&P MidCap 400 Index.

Fees and Expenses of the Portfolio

Like any investor, you pay certain fees and expenses related to your
investments. Annual Portfolio and operating expenses are paid from Portfolio
assets so they directly impact the share price. The following tables describe
the fees and expenses that you may pay if you buy and hold shares of the
Portfolio. Note that the expenses shown in the tables are only at the Portfolio
level. If you own a variable annuity or variable life contract, you will incur
additional expenses at the variable account level such as a mortality and
expense risk charge. Please refer to the appropriate variable account
prospectus for more information on fees and expenses associated with variable
products.

SHAREHOLDER FEES
(fees paid directly from your investment)

Maximum Sales Charge (Load) Imposed on Purchases N/A
- -----------------------------------------------------
Maximum Deferred Sales Charge (Load) N/A
- -----------------------------------------------------
Maximum Sales Charge (Load) Imposed on Reinvested
Dividends N/A
- -----------------------------------------------------
Redemption Fee N/A
- -----------------------------------------------------
Exchange Fee N/A
- -----------------------------------------------------

ANNUAL PORTFOLIO OPERATING EXPENSES
(expenses that are deducted from Fund assets)

Management Fees 0.40%
- -------------------------------------------------------
Other Expenses 0.05%
- -------------------------------------------------------
Total Portfolio Annual Expenses 0.45%
- -------------------------------------------------------

EXPENSE EXAMPLE

This example is intended to help you compare the cost of investing in the
Portfolio with the cost of investing in other mutual funds. The example assumes
that you invest $10,000 in the Portfolio for the time periods indicated and
then redeem all of your shares at the end of those periods. The example also
assumes that your investment has a 5% return each year and that the Portfolio's
operating expenses remain the same. Although your actual costs may be higher or
lower, based on these assumptions your costs would be:

1 3 5 10
Year Years Years Years
- ---------------------------------------------------------------
Mid Cap Growth Portfolio $46 $144 $252 $567
- ---------------------------------------------------------------

Management

INVESTMENT ADVISER
Thrivent Financial, 625 Fourth Avenue South, Minneapolis, Minnesota 55415,
serves as investment adviser for each of the Portfolios of LB Series Fund, Inc
("the Fund"). Thrivent Financial and its affiliates have been in the investment
advisory business since 1986 and managed approximately $57.2 billion in assets
as of December 31, 2002, including approximately $10.7 billion in mutual fund
assets.

Thrivent Financial provides investment research and supervision of the assets
for Mid Cap Growth Portfolio.

Thrivent Financial and the Fund have received an exemptive order from the
Securities and Exchange Commission ("SEC") that permits Thrivent Financial and
the Fund, with the approval of the Fund's Board of Directors, to retain a
subadviser for the Portfolio, or subsequently change the subadviser, without
submitting the investment subadvisory agreement, or material amendments to the
agreement, to a vote of the shareholders of the Portfolio. Thrivent Financial
will notify variable contract owners in the event that it adds a subadviser or
changes the identity of the subadviser of the Portfolio.

PORTFOLIO MANAGERS

Brian L. Thorkelson and Andrea J. Thomas, CFA serve as portfolio co-managers of
the Mid Cap Growth Portfolio.

Mr. Thorkelson has served as the portfolio manager of the Mid Cap Growth
Portfolio since its inception in 1998. Mr. Thorkelson has been with Thrivent
Financial since 1987.

Ms. Thomas has served as the portfolio manager of the Mid Cap Growth Portfolio
since November 2003, and she served as an associate portfolio manager of the
Portfolio from 1997 to 2002. Ms. Thomas has been with Thrivent Financial since
1993 and has served as a portfolio manager since 2002.

ADVISORY FEES

Thrivent Financial receives an investment management fee for the Mid Cap Growth
Portfolio. The fee is a daily charge equal to the annual rate of a percentage of
average daily net assets of the Portfolio. The advisory fee paid by the Mid Cap
Growth Portfolio for 2002 as an annualized percentage of average net assets was
..40%.

PERSONAL SECURITIES INVESTMENTS

Personnel of Thrivent Financial may invest in securities for their own account
pursuant to a code of ethics that establishes procedures for personal investing
and restricts certain transactions. Transactions in securities that may be held
by the Portfolio are permitted, subject to compliance with applicable provisions
under the code of ethics.

The Separate Accounts And The Retirement Plans

Shares in the Fund are currently sold, without sales charges, only to:

o Separate accounts of Thrivent Financial and Thrivent Life Insurance Company
("Thrivent Life"), which are used to fund benefits of variable life insurance
and variable annuity contracts (each a "variable contract") issued by
Thrivent Financial and Thrivent Life; and

o Retirement plans sponsored by Thrivent Financial.

A Prospectus for the variable contract describes how the premiums and the
assets relating to the variable contract may be allocated among one or more of
the subaccounts that correspond to the Portfolios of the Fund. Participants in
the retirement plans should consult retirement plan documents for information
on how to invest.

As a result of differences in tax treatment and other considerations, a
conflict could arise between the interests of the variable contract owners and
the interest of plan participants with respect to their investments in the
Fund. The Fund's Board of Directors will monitor events in order to identify
the existence of any material irreconcilable conflicts and to determine what
action if any, should be taken in response to any such conflicts.

Pricing of Fund Shares

The Portfolio determines its net asset value ("NAV") on each day the New York
Stock Exchange ("NYSE") is open for business, or any other day as required
under the rules of the Securities and Exchange Commission. The NYSE is
currently closed on New Year's Day, Martin Luther King, Jr. Day, Presidents
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day
and Christmas Day. The calculation normally is made as of the close of regular
trading of the NYSE (currently 4:00 p.m. Eastern time) after the Portfolio has
declared any applicable dividends. Because foreign securities markets are open
on different days from U.S. markets, there may be instances when the value of the
Portfolio's investment in foreign securities changes on days when you are not
able to purchase or redeem shares.

The Mid Cap Growth Portfolio determines its NAV by adding the value of Portfolio
assets, subtracting the Portfolio's liabilities, and dividing the result by the
number of outstanding shares. The NAV for the Portfolio varies with the value
of its investments. The Portfolio values its securities using market quotations,
other than short-term debt securities maturing in less than 60 days, which are
valued using amortized costs, and securities for which market quotations are not
readily available, which are valued at fair value.

The Fund has authorized Thrivent Financial and one or more other entities to
accept orders from participants in the retirement plans. The separate accounts
and the retirement plans each place an order to buy or sell shares of the
Portfolio each business day. The amount of the order is based on the aggregate
instructions from owners of the variable annuity contracts or the participants
in the retirement plans. Orders placed before the close of the NYSE on a given
day by the separate accounts, the retirement plans, or participants in the
retirement plans result in share purchases and redemptions at the NAV calculated
as of the close of the NYSE that day.

Tax Matters

Since you do not own shares of the Fund directly, any transaction relating to
either your variable contract or retirement plan results in tax consequences at
that level. Please refer to the tax discussion the in applicable account
prospectus or your retirement plan documents for more information.

Under existing tax law, dividends or capital gains distributions from the
Portfolio are not currently taxable to holders of variable annuity contracts
when left to accumulate within a variable contract. Depending on the variable
contract, withdrawals from the contract may be subject to ordinary income tax
and, in addition, to a 10% penalty tax on withdrawals before age 59.

Other Securities And Investment Practices

The principal investment strategies and risk factors of the Portfolio are
outlined beginning on page B-3. The Portfolio may also invest in other
securities and engage in other practices. Below are brief discussions of some
of these securities, other practices in which the Portfolio may engage, and
their associated risks.

Repurchase Agreements. The Portfolio may buy securities with the understanding
that the seller will buy them back with interest at a later date. If the seller
is unable to honor its commitment to repurchase the securities, the Portfolio
could lose money.

When-Issued Securities. The Portfolio may invest in securities prior to their
date of issue. These securities could fall in value by the time they are
actually issued, which may be any time from a few days to over a year. In
addition, no income will be earned on these securities until they are actually
delivered.

Zero Coupons. The Portfolio may invest in zero coupon securities. A zero coupon
security is a debt security that is purchased and traded at discount to its
face value because it pays no interest for some or all of its life. Interest,
however, is reported as income to the Portfolio that has purchased the security
and the Portfolio is required to distribute to shareholders an amount equal to
the amount reported. Those distributions may require the Portfolio to liquidate
securities at a disadvantageous time.

Industry Exposure. The Portfolio may invest up to (but not more than) 25% of its
assets in the securities of a single industry. To the extent that the Portfolio
invests in a particular industry, it will be exposed to the unique risks
associated with that industry. As of the date of this Prospectus, the Portfolio
did not hold securities of any company primarily engaged in the alcohol, gaming,
or tobacco industries. The Portfolio is not prohibited from investing in these
industries, however, and may hold such securities from time to time in the
future.

Foreign Securities. The Portfolio may invest in foreign securities. Foreign
securities are generally more volatile than their domestic counterparts, in part
because of higher political and economic risks, lack of reliable information and
fluctuations in currency exchange rates. These risks are usually higher in less
developed countries. The Portfolio may use foreign currencies and related
instruments to hedge its foreign investments.

Foreign securities also may be more difficult to resell than comparable U.S.
securities because the markets for foreign securities are less efficient. Even
where a foreign security increases in price in its local currency, the
appreciation may be diluted by the negative effect of exchange rates when the
security's value is converted to U.S. dollars. Foreign withholding taxes also
may apply and errors and delays may occur in the settlement process for foreign
securities.

International Exposure. The Portfolio may have some international exposure in
its investments. Many U.S. companies in which the Portfolio may invest generate
significant revenues and earnings from abroad. As a result, these companies and
the prices of their securities may be affected by weaknesses in global and
regional economies and the relative value of foreign currencies to the U.S.
dollar. These factors, taken as a whole, could adversely affect the price of
Fund shares.

Emerging Markets Exposure. The Portfolio may have some emerging markets exposure.
Emerging market countries have historically experienced, and may continue to
experience, certain economic problems. These may include high rates of inflation,
high interest rates, exchange rate fluctuations, large amounts of debt, balance
of payments and trade difficulties, and extreme poverty and unemployment.

Restricted And Illiquid Securities. The Portfolio may invest to a limited
extent in restricted or illiquid securities. Any securities that are
thinly traded or whose resale is restricted can be difficult to sell at a
desired time and price. Some of these securities are new and complex, and trade
only among institutions. The markets for these securities are still developing
and may not function as efficiently as established markets. Owning a large
percentage of restricted or illiquid securities could hamper the Portfolio's
ability to raise cash to meet redemptions. Also, because there may not be an
established market price for these securities, the Portfolio may have to
estimate their value, which means that their valuation (and, to a much smaller
extent, the valuation of the Portfolio) may have a subjective element.

Securities Lending. The Portfolio may seek additional income by lending
securities to qualified institutions. By reinvesting any cash collateral it
receives in these transactions, the Portfolio could realize additional gains or
losses. If the borrower fails to return the securities and the invested
collateral has declined in value, the Portfolio could lose money.

Derivatives. The Portfolio may invest in derivatives. Derivatives, a category
that includes options and futures, are financial instruments whose value derives
from another security, an index or a currency. The Portfolio may use derivatives
for hedging (attempting to offset a potential loss in one position by
establishing an interest in an opposite position). This includes the use of
currency-based derivatives for hedging its positions in foreign securities. The
Portfolio may also use derivatives for speculation (investing for potential
income or capital gain).

While hedging can guard against potential risks, it adds to the Portfolio's
expenses and can eliminate some opportunities for gains. There is also a risk
that a derivative intended as a hedge may not perform as expected.

The main risk with derivatives is that some types can amplify a gain or loss,
potentially earning or losing substantially more money than the actual cost of
the derivative.

With some derivatives, whether used for hedging or speculation, there is also
the risk that the counterparty may fail to honor its contract terms, causing a
loss for the Portfolio. In addition, suitable derivative investments for
hedging or speculative purposes may not be available.

High-Yield Bonds. The Portfolio may invest in high-yield bonds. High-yield bonds
are debt securities rated below BBB by S&P or Baa by Moody's. To the extent
that the Portfolio invests in high-yield bonds, it takes on certain risks:

o The risk of a bond's issuer defaulting on principal or interest payments is
greater than on higher quality bonds.

o Issuers of high-yield bonds are less secure financially and are more likely
to be hurt by interest rate increases and declines in the health of the
issuer or the economy.

Bonds. The value of any bonds held by the Portfolio is likely to decline when
interest rates rise; this risk is greater for bonds with longer maturities. A
less significant risk is that a bond issuer could default on principal or
interest payments, possibly causing a loss for the Portfolio.

Short-Term Trading. The investment strategy for the Portfolio at times may
include short-term trading. While the Portfolio ordinarily does not trade
securities for short-term profits, it will sell any security at any time it
believes best, which may result in short-term trading. Short-term trading can
increase the Portfolio's transaction costs.

Initial Public Offering. The Portfolio may engage in initial public offerings
(IPOs) of securities. IPOs issued by unseasoned companies with little or no
operating history are risky and their prices are highly volatile, but they can
result in very large gains in their initial trading. Thus, when the Portfolio's
size is smaller, any gains from IPOs will have an exaggerated impact on the
Portfolio's reported performance than when the Portfolio is larger. Attractive
IPOs are often oversubscribed and may not be available to the Portfolio, or
only in very limited quantities. There can be no assurance that a Portfolio
will have favorable IPO investment opportunities.

Securities Ratings. When fixed-income securities are rated by one or more
independent rating agencies, the Portfolio uses these ratings to determine bond
quality. Investment grade bonds are those that are rated within or above the
BBB major rating category by S&P or the Baa major rating category by Moody's,
or unrated but considered of equivalent quality by the Portfolio's adviser.
High-yield bonds are below investment grade bonds in terms of quality.

In cases where a bond is rated in conflicting categories by different rating
agencies, the Portfolio may choose to follow the higher rating. If a bond is
unrated, the Portfolio may assign it to a given category based on its own credit
research. If a rating agency downgrades a security, the Portfolio will determine
whether to hold or sell the security, depending on all of the facts and
circumstances at that time.

Defensive Investing. In response to market, economic, political, or other
conditions, the Portfolio may invest without limitation in cash, preferred
stocks, or investment-grade debt securities for temporary defensive purposes.
If the Portfolio does this, different factors could affect the Portfolio's
performance and it may not achieve its investment objective.

Financial Highlights

The financial highlights table for the Portfolio is intended to help you
understand the Portfolio's financial performance for the past five years
or, if shorter, the period of the Portfolio's operations. The total returns in
the table represent the rate that an investor would have earned or lost on an
investment in the Portfolio (assuming reinvestment of all dividends and
distributions). All per share amounts have been rounded to the nearest cent.
The returns do not reflect any charges that would normally occur at the
separate account level. This information has been audited by
PricewaterhouseCoopers LLP, independent accountants, whose report, along with
the Portfolio's financial statements, are included in the Annual Report for the
fiscal year ended December 31, 2002, which is available upon request.

Mid Cap Growth Portfolio
- ---------------------------------------------------- ---------------------------------------------------------
Year Year Year Year Period
Ended Ended Ended Ended Ended
For a share outstanding throughout each period (a) 12/31/2002 12/31/2001 12/31/2000 12/31/1999 12/31/1998(f)
- --------------------------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $13.04 $17.59 $16.62 $11.13 $10.00

Income from Investment Operations:
Net investment income/(loss) - 0.01 0.07 0.02 0.04
Net realized and unrealized gain/(loss) on
investments (b) (3.39) (3.39) 2.24 5.49 1.13
Total from Investment Operations (3.39) (3.38) 2.31 5.51 1.17

Less Distributions from:
Net investment income (0.02) (0.07) - (0.02) (0.04)
Net realized gains on investments - (1.10) (1.34) - -
Total Distributions (0.02) (1.17) (1.34) (0.02) (0.04)
Net Asset Value, End of period $9.63 $13.04 $17.59 $16.62 $11.13

Total return (c) (26.09)% (19.74)% 13.37% 49.64% 11.62%
Net assets, end of period (in millions) $348.8 $537.9 $588.6 $271.7 $95.7
Ratio of expenses to average net assets (d) 0.40% 0.40% 0.40% 0.40% 0.40%
Ratio of net investment income/(loss) to average
net assets (d) (0.06)% 0.12% 0.49% 0.26% 0.64%
Portfolio turnover rate 51% 121% 117% 148% 125%

If the adviser had not reimbursed expenses and the Portfolio had not received credits for fees paid
indirectly the ratios would have been:
Ratio of expenses to average net assets (d,e) 0.45%
Ratio of net investment loss to average net
assets (d,e) (0.11)%

(a) All per share amounts have been rounded to the nearest cent.
(b) The amount shown may not correlate with the change in aggregate gains and
losses of portfolio securities due to the timing of sales and redemptions of
fund shares.
(c) Total investment return assumes dividend reinvestment and does not reflect
any deduction for sales charges. Not annualized for periods less than one year.
(d) Computed on an annualized basis for periods less than one year.
(e) Prior period ratios not calculated due to a contractual arrangement between
the Portfolios and the Advisor to reimburse all expenses in excess of Advisory
fees.
(f) Since Portfolio inception, January 30, 1998.

The Statement of Additional Information which is incorporated by reference into
this Prospectus contains additional information about the Fund and its
Portfolios. Additional information about the Portfolios' investments is
available in the Fund's annual and semi-annual reports for variable products.
In the Fund's annual report, you will find a discussion of the market
conditions and investment strategies that significantly affected the
performance of each of the Portfolios during their last fiscal year. You may
request a free copy of the Statement of Additional Information, the annual
report, or the semi-annual report, or you may make additional requests or
inquiries by calling 1-800-847-4836. You also may review and copy information
about the Portfolios (including the Statement of Additional Information) at the
Public Reference Room of the Securities and Exchange Commission in Washington,
DC. You may get more information about the Public Reference Room by calling
1-202-942-8090. You also may get information about the Portfolios on the EDGAR
database at the SEC web site (www.sec.gov) and copies of the information may be
obtained, upon payment of a duplicating fee, by writing the Public Reference
Section of the SEC, Washington, DC 20549-6009, or by sending an e-mail to:
publicinfo@sec.gov.

1940 Act File No. 811-4603

APPENDIX C

Mid Cap Growth Portfolio Management's Discussion and Financial Highlights
From Annual Report Dated December 31, 2003

Mid Cap Growth Portfolio

[PHOTO OMITTED: BRIAN L. THORKELSON AND ANDREA J. THOMAS]

Brian L. Thorkelson (left), and Andrea J. Thomas (right), Portfolio
Co-Managers The Mid Cap Growth Portfolio seeks long-term growth of
capital by investing primarily in a diversified portfolio of common
stocks of companies with medium market capitalizations.

Mid-cap growth style investments produced outstanding returns for the
12-month period ended December 31, 2003. The Mid Cap Growth Portfolio
posted a 35.92% total return, which was in line with the 35.59% return
posted by its previous market benchmark, the S&P MidCap 400 Index,
while the Portfolio's current market benchmark, the Russell Midcap
Growth Index, returned 42.71%. The Portfolio's Lipper, Inc., peer
group of similar mid-cap growth stocks returned 36.59%. Because the
Russell Midcap Growth Index is a more accurate reflection of the
companies in which the Portfolio invests, it will be used to compare
performance of the Portfolio, rather than the S&P MidCap 400 Index.

The Year of the Micro Cap

In a year of impressive gains across many sectors and all market
capitalization segments, 2003 will go down as the year of the micro
caps. These smallest of the small-caps, the under-$500-million stocks,
eagerly rode the wave of economic recovery to remarkable gains.

Following a three-year period of negative returns, the markets began
an upward turn in March of 2003. Investors simultaneously began to
gain a comfort level with prospects for economic growth and the
viability of many technology sector companies. These companies, which
were trading at a level reflective of those expected to go out of
business, suddenly rallied and garnered outstanding returns for the
remainder of the year.

Most institutional investors, however, did not participate in this
rally as they typically eschew these low-quality stocks. Of those who
had endured micro cap exposure in recent years, most were eager to
limit their exposure to this higher risk market capitalization
segment-despite the micro caps' growing momentum.

While the Mid Cap Growth Portfolio's underweighted stance with regard
to micro caps did adversely affect its returns, the Portfolio
nonetheless participated in the growth sector's rally and produced
impressive gains for mid-cap investors. Several strong-performing
sectors and individual stocks led the way in achieving the 35.92%
average return.

An overweighted position in the high-flying information technology
sector helped pace the Portfolio. Positive stock selection in the
semiconductor, software, and materials (including metals/mining and
chemical industries) were responsible for significant growth. In
addition to the Portfolio's underweighted stance on lower quality
micro caps, the Portfolio was adversely affected by negative stock
selection in the energy, industrials, construction and engineering
sectors. The Portfolio's benchmark carried a heavier concentration of
the high-flying micro-cap companies and no cash position, which
largely explains its higher overall return.

[GRAPHIC OMITTED: TOP INDUSTRIES]

Top Industries

Information Technology 29.3%
Consumer Discretionary 20.2%
Health Care 19.0%
Industrials 9.5%
Financials 7.9%
Energy 4.8%
Materials 2.3%
Communications Services 1.5%
Utilities 0.8%
Consumer Staples 0.8%

[GRAPHIC PIE CHART OMITTED: PORTFOLIO COMPOSITION (% OF PORTFOLIO)]

Portfolio Composition
(% of Portfolio)

Short Term Investments 3.9%
Common Stocks 96.1%

Top 10 Holdings
(% of Portfolio)

Univision Communications, Inc. 0.9%
Gilead Sciences, Inc. 0.8%
Coach, Inc. 0.8%
Gentex Corporation 0.8%
Microchip Technology, Inc. 0.7%
Omnicare, Inc. 0.7%
Bed Bath & Beyond, Inc. 0.7%
Investors Financial Services Corporation 0.7%
UTStarcom, Inc. 0.7%
Staples, Inc. 0.6%

These common stocks represent 7.4% of the total investment portfolio.

Footnote reads:

Quoted Top Industries, Portfolio Composition and Top 10 Holdings are
subject to change and percentages shown exclude securities held as
collateral for securities loaned. The list of Top 10 Holdings excludes
Short Term Investments.

Portfolio Facts
December 31, 2003

Net Assets $478,842,255 NAV $13.08
NAV -- High+ 12/1/2003-- $13.18
NAV -- Low+ 3/11/2003-- $8.94
Number of Holdings: 331 + For the year ended December 31, 2003

Average Annual Total Returns /1/
December 31, 2003
From
Inception
1 Year 5-Year 1/30/1998
- -----------------------------------------------------------
35.92% 6.47% 7.41%

Outlook

Overall, we view 2004 with more optimism than many industry observers.
Although we agree with the prevailing opinion that returns of more
than 30% will likely not be repeated in 2004, we do believe economic
conditions could still foster strong growth. Many companies are still
in an ideal growth position due to reduced leverage, resulting from
low interest rates and leaner operating costs, which are a byproduct
of the recent recession.

Because these conditions bode well for the growth sectors of the
economy, we will keep cash levels low and continue to ride the trends
that are working. We will actively seek stocks in healthcare,
telecommunications and some of the consumer segments, including
broadcasting. While technology appears to be extended, we will look
for value in that sector as well as in the market-sensitive (as
opposed to interest-rate sensitive) financials. While December ushered
in a more normalized return pattern with regard to micro caps, we have
taken steps to mitigate the Portfolio's risk and increase its exposure
to smaller cap stocks.

We believe mid-caps offer an attractive investment option in 2004.
With many divergent opinions about short-term economic prospects,
mid-caps offer growth potential similar to that of small-caps, while
maintaining risk characteristics similar to large-caps.

[GRAPHIC WORM CHART OMITTED: VALUE OF A $10,000 INVESTMENT]

Value of a $10,000 Investment /1/
Russell S&P
Mid Cap MidCap MidCap Consumer
Growth Growth 400 Price
Date Portfolio Index** Index* Index***
- ------------------------------------------------------------------------------
January 18, 1998 10,000 10,000 10,000 10,000
1998 10,732 10,940 10,019 10,829
1998 11,132 11,399 10,037 11,317
1998 11,224 11,554 10,056 11,523
1998 10,650 11,078 10,074 11,005
1998 10,968 11,392 10,087 11,074
1998 10,457 10,904 10,099 10,645
1998 8,344 8,823 10,111 8,664
1998 8,868 9,490 10,124 9,472
1998 9,393 10,189 10,149 10,319
1998 10,084 10,876 10,149 10,834
1999 11,162 12,003 10,142 12,143
1999 11,588 12,362 10,167 11,670
1999 10,939 11,758 10,179 11,059
1999 11,624 12,413 10,210 11,368
1999 12,050 12,978 10,285 12,265
1999 11,920 12,811 10,285 12,318
1999 12,843 13,706 10,285 12,977
1999 12,704 13,269 10,316 12,702
1999 12,487 13,131 10,340 12,266
1999 12,453 13,020 10,390 11,888
1999 13,387 14,026 10,408 12,493
1999 14,357 15,479 10,415 13,149
2000 16,704 18,159 10,415 13,931
2000 16,493 18,155 10,439 13,538
2000 20,549 21,972 10,501 14,486
2000 20,047 21,995 10,588 15,698
2000 18,689 19,860 10,594 15,150
2000 17,859 18,412 10,600 14,961
2000 19,007 20,366 10,662 15,181
2000 18,586 19,076 10,681 15,420
2000 20,821 21,953 10,693 17,142
2000 20,590 20,880 10,749 17,025
2000 19,689 19,451 10,767 16,447
2000 17,733 15,224 10,774 15,206
2001 18,936 16,026 10,767 16,369
2001 19,025 16,941 10,835 16,734
2001 16,177 14,011 10,879 15,779
2001 14,383 12,006 10,903 14,606
2001 16,328 14,007 10,947 16,217
2001 16,313 13,941 10,996 16,594
2001 16,189 13,948 11,015 16,527
2001 15,554 13,008 10,984 16,281
2001 14,564 12,065 10,984 15,749
2001 12,616 10,071 11,033 13,790
2001 13,550 11,129 10,996 14,400
2001 14,654 12,328 10,978 15,471
2002 15,198 12,796 10,934 16,270
2002 14,733 12,381 10,959 16,186
2002 14,118 11,679 11,003 16,205
2002 14,925 12,570 11,064 17,364
2002 14,435 11,905 11,126 17,283
2002 14,065 11,549 11,126 16,991
2002 12,770 10,275 11,132 15,748
2002 11,481 9,277 11,145 14,222
2002 11,397 9,244 11,182 14,294
2002 10,574 8,510 11,201 13,143
2002 11,254 9,169 11,228 13,712
2002 12,062 9,887 11,228 14,504
2003 11,234 9,289 11,204 13,908
2003 11,076 9,198 11,253 13,502
2003 10,971 9,118 11,340 13,181
2003 11,108 9,288 11,408 13,291
2003 11,915 9,920 11,383 14,256
2003 12,958 10,875 11,365 15,436
2003 13,162 11,030 11,377 15,633
2003 13,162 11,030 11,377 15,633
2003 13,562 11,424 11,389 16,188
2003 14,284 12,053 11,433 16,921
2003 13,787 11,820 11,470 16,662
2003 14,888 12,772 11,458 17,922
2003 15,163 13,114 11,427 18,546
December 31, 2003 $15,270 $13,257 $11,414 $18,859

Footnotes read:

* The S&P MidCap 400 Index is an index that represents the average
performance of a group of 400 medium capitalization
stocks. It is not possible to invest directly in the
Index. The performance of the Index does not reflect
deductions for fees, expenses or taxes.

** The Russell Midcap Growth Index is an index comprised of those
Russell Midcap Index companies with higher
price-to-book ratios and higher forecasted growth
values, specifically the 800 smallest companies within
the top 1,000 of the Russell 3000 Index. The Russell
3000 Index is comprised of the 3,000 largest U.S.
companies based on market capitalization and is
designed to represent the performance of about 98% of
the U.S. equity market. It is not possible to invest
directly in these Indexes. The performance of these
indexes does not reflect deductions for fees, expenses
or taxes. The composition of the Russell Midcap Growth
Index serves as a better reflection of the Portfolio's
investment strategy than does the S&P MidCap 400 Index.

*** The Consumer Price Index is an inflationary indicator that
measures the change in the cost of a fixed basket of
products and services, including housing, electricity,
food and transportation. It is not possible to invest
directly in the Index.

/1/ Past performance is not an indication of future results.
Annualized total returns represent past performance and
reflect changes in share prices, the reinvestment of
all dividends and capital gains, and the effects of
compounding. Investment return and principal value will
fluctuate, and shares, when redeemed, may be worth more
or less than their original cost. At various times, the
Portfolio's adviser reimbursed and/or paid non-advisory
Portfolio expenses. Had the adviser not done so, the
Portfolio's total returns would have been lower. The
returns shown do not reflect charges and expenses
imposed on contract holders by the variable accounts.
Those charges and expenses reduce the returns received
by contract holders as compared to the returns
presented. For additional information, refer to your
variable contract prospectus which can be obtained from
your registered representative or by calling (800)
Thrivent. Please read your prospectus carefully.

LB Series Fund, Inc.
Financial Highlights

Mid Cap Growth Portfolio
- -------------------------------------------------------------------------------------------------------------------------------
Year Year Year Year Year
For a share outstanding Ended Ended Ended Ended Ended
throughout each period (a) 12/31/2003 12/31/2002 12/31/2001 12/31/2000 12/31/1999
- -------------------------------------------------------------------------------------------------------------------------------
Net Asset Value,
Beginning of Period $9.63 $13.04 $17.59 $16.62 $11.13

Income from Investment Operations
Net investment income/(loss) -- -- 0.01 0.07 0.02
Net realized and unrealized gain/(loss)
on investments (b) 3.45 (3.39) (3.39) 2.24 5.49
Total from Investment Operations 3.45 (3.39) (3.38) 2.31 5.51

Less Distributions from
Net investment income -- (0.02) (0.07) -- (0.02)
Net realized gain on investments -- -- (1.10) (1.34) --
Total Distributions -- (0.02) (1.17) (1.34) (0.02)

Net Asset Value, End of period $13.08 $9.63 $13.04 $17.59 $16.62

Total return (c) 35.92% (26.09)% (19.74)% 13.37% 49.64%
Net assets, end of period (in millions) $478.8 $348.8 $537.9 $588.6 $271.7
Ratio of expenses to average net assets (d) 0.40% 0.40% 0.40% 0.40% 0.40%
Ratio of net investment income/(loss)
to average net assets (d) (0.03)% (0.06)% 0.12% 0.49% 0.26%
Portfolio turnover rate 79% 51% 121% 117% 148%

If the Adviser had not reimbursed expenses and
the Portfolio had not received credits for fees
paid indirectly the ratios would have been:
Ratio of expenses to average net assets (e) 0.44% 0.45%
Ratio of net investment income/(loss)
to average net assets (e) (0.07)% (0.11)%

(a) All per share amounts have been rounded to the nearest cent.

(b) The amount shown may not correlate with the change in aggregate gains and
losses of portfolio securities due to the timing of sales and redemptions
of fund shares.

(c) Total investment return assumes dividend reinvestment and does not reflect
any deduction for sales charges. Not annualized for periods less than one
year.

(d) Computed on an annualized basis for periods less than one year.

(e) Prior to the year ended December 31, 2002, ratios were not calculated due
to a contractual arrangement between the Portfolios and the Adviser to
reimburse all expenses in excess of Advisory fees.

APPENDIX D

Opportunity Growth Portfolio
Share Ownership Information

On the record date, the directors and officers of the Fund as a group owned beneficially (meaning they had the
power to vote or direct the voting of) less than 1% of the outstanding shares of the Opportunity Growth
Portfolio. To the best knowledge of the Opportunity Growth Portfolio, as of the record date, no person, except
as set forth in the table below, owned beneficially or of record 5% or more of the outstanding shares of the
Portfolio.

Name and Address % of
of Record Owner Shares Owned Outstanding
- ---------------------------------------------------------------------------------------------
Thrivent Financial for Lutherans 1,006,863.69 3.70%
625 Fourth Avenue South
Minneapolis, MN 55415

Thrivent Financial for Lutherans - AAL Variable Annuity 172,385.15 .63%
Account I
625 Fourth Avenue South
Minneapolis, MN 55415

Thrivent Financial for Lutherans - AAL Variable Annuity 20,196.72 .08%
Account II
625 Fourth Avenue South
Minneapolis, MN 55415

Thrivent Financial for Lutherans - LB Variable Annuity 14,356,865.24 52.72%
Account I
625 Fourth Avenue South
Minneapolis, MN 55415

Thrivent Financial for Lutherans - LB Variable Insurance 1,710,362.99 6.28%
Account I
625 Fourth Avenue South
Minneapolis, MN 55415

Thrivent Financial for Lutherans - Thrivent Variable 954,042.75 3.50%
Annuity Account I
625 Fourth Avenue South
Minneapolis, MN 55415

Thrivent Financial for Lutherans - Thrivent Variable 12,979.24 .05%
Life Account I
625 Fourth Avenue South
Minneapolis, MN 55415

Thrivent Life Insurance Company - LBVIP Variable Annuity 7,846,115.32 28.81%
Account I
625 Fourth Avenue South
Minneapolis, MN 55415

Thrivent Life Insurance Company - LBVIP Variable 1,152,191.52 4.23%
Insurance Account
625 Fourth Avenue South
Minneapolis, MN 55415

APPENDIX E

Mid Cap Growth Portfolio
Share Ownership Information

On the record date, the directors and officers of the Fund as a group owned beneficially less than 1% of the
outstanding shares of the Mid Cap Growth Portfolio. To the best knowledge of the Mid Cap Growth Portfolio, as of
the record date, no person, except as set forth in the table below, owned beneficially or of record 5% or more of
the outstanding shares of the Mid Cap Portfolio.

Name and Address % of
of Record Owner Shares Owned Outstanding
- -----------------------------------------------------------------------------------
Thrivent Financial for Lutherans 1,026,132.81 2.76%
625 Fourth Avenue South
Minneapolis, MN 55415

Thrivent Financial for Lutherans - AAL 354,842.12 .96%
Variable Annuity Account I
625 Fourth Avenue South
Minneapolis, MN 55415

Thrivent Financial for Lutherans - AAL 36,528.41 .10%
Variable Annuity Account II
625 Fourth Avenue South
Minneapolis, MN 55415

Thrivent Financial for Lutherans - LB Variable 20,263,889.08 54.54%
Annuity Account I
625 Fourth Avenue South
Minneapolis, MN 55415

Thrivent Financial for Lutherans - LB Variable 1,461,797.74 3.93%
Insurance Account I
625 Fourth Avenue South
Minneapolis, MN 55415

Thrivent Financial for Lutherans - Thrivent 2,763,492.57 7.44%
Variable Annuity Account I
625 Fourth Avenue South
Minneapolis, MN 55415

Thrivent Financial for Lutherans - Thrivent 30,127.80 .08%
Variable Life Account I
625 Fourth Avenue South
Minneapolis, MN 55415

Thrivent Life Insurance Company - LBVIP 10,263,522.32 27.62%
Variable Annuity Account I
625 Fourth Avenue South
Minneapolis, MN 55415

Thrivent Life Insurance Company - LBVIP 954,465.12 2.57%
Variable Insurance Account
625 Fourth Avenue South
Minneapolis, MN 55415

[Outside back cover of proxy and prospectus]

The following documents contain additional information about the Opportunity Growth Portfolio and are
incorporated into this proxy statement and prospectus by reference. To obtain copies of the documents without
charge write to the LB Series Fund, Inc. at 625 Fourth Avenue South, Minneapolis, MN 55415 or call 1-800-847-4836.

o The prospectus the Opportunity Growth Portfolio dated April 30, 2003, as supplemented.
o The Statement of Additional Information of the Opportunity Growth Portfolio dated April 30, 2003.
o Management's Discussion of Fund Performance and the Financial Highlights with respect to the Opportunity
Growth Portfolio from the Annual Report for the Opportunity Growth Portfolio dated December 31, 2003.

The following documents contain additional information about the Mid Cap Growth Portfolio and are incorporated
into this proxy statement and prospectus by reference.

o The prospectus of the Mid Cap Growth Portfolio dated April 30, 2003, as supplemented, accompanies this
proxy statement and prospectus as Appendix B.
o The Statement of Additional Information of the Mid Cap Growth Portfolio dated April 30, 2003.
o Management's Discussion of Fund Performance and the Financial Highlights with respect to the Mid Cap
Growth Portfolio from the Annual Report for the Mid Cap Growth Portfolio dated December 31, 2003
accompanies this proxy statement and prospectus as Appendix C.
o The Statement of Additional Information relating to this proxy statement and prospectus dated March 3,
2004.

To obtain copies of the above documents, without charge, write to LB Series Fund, Inc. at 625 Fourth Avenue
South, Minneapolis, Minnesota 55415 or call 1-800-847-4836.

The above documents relating to the Opportunity Growth Portfolio and the Mid Cap Growth Portfolio have been filed
with the Securities and Exchange Commission (the "SEC"), and you may obtain copies by accessing the SEC's Web
site at http://www.sec.gov. For a prescribed fee, you may obtain copies of these documents by sending an email
request to publicinfo@sec.gov or writing to the Public Reference Room, U.S. Securities and Exchange Commission,
450 5th Street, NW, Room 1300, Washington, D.C. 20549.

1940 Act File No. 811-4603

STATEMENT OF ADDITIONAL INFORMATION

MARCH 3, 2004

ACQUISITION OF THE ASSETS OF
OPPORTUNITY GROWTH PORTFOLIO
Series of
LB SERIES FUND, INC.
625 Fourth Avenue South
Minneapolis, Minnesota 55415
1-800-847-4836

BY AND IN EXCHANGE FOR ASSETS OF
MID CAP GROWTH PORTFOLIO

Series of
LB SERIES FUND, INC.
625 Fourth Avenue South
Minneapolis, Minnesota 55415
1-800-847-4836

This Statement of Additional Information is not a prospectus but should be read in
conjunction with the Proxy Statement and Prospectus dated March 3, 2004 for the Special
Meeting of Shareholders to be held on April 7, 2004. The Proxy Statement and Prospectus
describes the proposed Plan of Reorganization between the Opportunity Growth Portfolio and
the Mid Cap Growth Portfolio (each a "Portfolio" and collectively the "Portfolios"), each a
series of LB Series Fund, Inc., which provides that shares of the Opportunity Growth
Portfolio will be exchanged for shares of the Mid Cap Growth Portfolio.

Copies of the Proxy Statement and Prospectus may be obtained at no charge by writing to LB
Series Fund, Inc., 625 Fourth Avenue South, Minneapolis, Minnesota 55415 or by calling
1-800-847-4836. Unless otherwise indicated, capitalized terms used herein and not
otherwise defined have the same meanings as are given to them in the Proxy Statement and
Prospectus.

This Statement of Additional Information consists of this cover page and the following
documents:

1. The Statement of Additional Information dated April 30, 2003 of LB Series Fund,
Inc., included in Post-Effective Amendment No. 28 to the Registration Statement on Form
N-1A of LB Series Fund, Inc. previously filed via EDGAR on April 28, 2003 (SEC File No.
033-03677), and incorporated by reference herein.

2. The audited financial statements of the Opportunity Growth Portfolio and Mid Cap
Growth Portfolio included in the Annual Report of LB Series Fund, Inc. for the fiscal
year ended December 31, 2003, previously filed via EDGAR on Form N-CSR on February 24,
2004 (SEC file No. 811-04603), and incorporated by reference herein.

3. The pro forma financial statements of the Mid Cap Growth Portfolio giving effect to
the proposed reorganization.

Statement of Assets and Liabilities
as of December 31, 2003

Opportunity Mid Cap Pro-Forma Pro- Forma
Growth Portfolio Growth Portfolio Adjustments Combined

Assets
Investments in unaffiliated issuers at cost $287,474,737 $461,496,297 $748,971,034
Investments at value 336,162,921 542,130,965 878,293,886

Cash 18,695 6,814 25,509
Dividends and Interest Receivable 98,615 135,398 234,013
Receivable for investments sold 4,848,329 1,012,448 5,860,777
Receivable for fund shares sold 125,612 193,383 318,995
Receivable from affiliate 22,633 21,500 44,133
Prepaid expense 5,518 7,293 12,811
- ------------------------------------------------------------------------------------------------------------------
Total Assets 341,282,323 543,507,801 884,790,124
==================================================================================================================

Liabilities
Payable for investment purchased 3,519,808 3,049,472 6,569,280
Accrued expenses 22,477 21,244 43,721
Payable upon return of securities loaned 68,864,208 61,382,607 130,246,815
Payable for fund shares redeemed 28,486 212,223 240,709
- ------------------------------------------------------------------------------------------------------------------
Total Liabilities 72,434,979 64,665,546 137,100,525
==================================================================================================================

Net Assets
Capital stock 361,554,726 568,934,033 930,488,759
Undistributed net realized gain (loss) (141,395,566) (170,726,446) (312,122,012)
Net unrealized appreciation/depreciation on 48,688,184 80,634,668 129,322,852
investments
- ------------------------------------------------------------------------------------------------------------------
Total Net Assets $268,847,344 $478,842,255 $747,689,599
==================================================================================================================

Capital Shares Outstanding 27,180,130 36,600,498 (6,630,677)/1/ 57,149,951
==================================================================================================================

Net Asset Value Per Share $9.89 $13.08 $13.08
==================================================================================================================

/1/ The adjustment is necessary to reflect capital shares outstanding post-reorganization.

Statement of Operations
For the year ended December 31, 2003

Opportunity Mid Cap
Growth Growth Pro-Forma Pro-Forma
Portfolio Portfolio Adjustments Combined

Investment Income
Dividends $723,532 $1,254,278 $1,977,810
Interest 100,921 197,808 298,729
Income from securities loaned 17,690 16,770 34,460
Foreign dividend withholding (4,435) (4,375) (8,810)
- -----------------------------------------------------------------------------------------------
Total Investment Income 837,708 1,464,481 2,302,189
===============================================================================================

Expenses
Advisor fee 889,490 1,589,011 2,478,501 (1)
Administrative Service and Pricing 39,464 39,285 $152,139 230,888 (2)
Fees
Audit and Legal Fees 20,633 23,200 (18,833) 25,000 (3)
Custody fees 58,900 55,759 (47,659) 67,000 (4)
Printing and postage 47,207 41,460 (28,667) 60,000 (5)
Director fees and insurance expenses 10,235 13,830 935 25,000 (6)
Other expenses 2,852 3,325 1,323 7,500 (7)
- -----------------------------------------------------------------------------------------------
Total Expenses Before 1,068,781 1,765,870 59,238 2,893,889
Reimbursement
===============================================================================================

Less:
Fees paid indirectly (138) (292) 430 0
Reimbursement from Advisor (179,153) (176,567) 355,720 0
- -----------------------------------------------------------------------------------------------

Total Net Expenses 889,490 1,589,011 415,388 2,893,889
===============================================================================================

Net Investment Income/(Loss) $(51,782) $(124,530) $(415,388) $(591,700)
===============================================================================================

Average Net Assets 222,372,393 397,252,860 619,625,253

Net Expense Ratio 0.40% 0.40% 0.47%

Gross Expense Ratio 0.48% 0.44% 0.47%

(1) assumes 0.40% advisory fee.
(2) assumes fund accounting fees of $40,000 and $5,000 in pricing fees and 3 basis point admin fee.
(3) assumes $15,000 for audit and tax services and $10,000 for legal.
(4) assumes 1/20th of a basis point for custody and $5 trading fee.
(5) assumes current printing and postage rate multiplied by number of pages.
(6) assumes combined expenses of existing funds adjusted for slight increase.
(7) assumes combined expenses of existing funds adjusted for slight increase.

LB Series Fund Mid Cap Growth Portfolio
Schedule of Investments as of December 31, 2003

LB Series Fund - LB Series Fund -
Mid Cap Growth Opportunity Growth
Pro-Forma
Pro-Forma Portfolio Portfolio
Combined Combined
Shares Common Stock - 96.3% Value Shares Value Shares Value
Communications Services - 1.6%
24,900 Commonwealth Telephone Enterprises, $939,975 0 $0 24,900 $939,975
Inc.
20,600 EMS Technologies, Inc. 423,124 0 0 20,600 423,124
37,800 IDT Corporation 874,314 0 0 37,800 874,314
11,900 Millicom Internation Cellular SA 831,810 0 0 11,900 831,810
80,400 Nextel Communications, Inc. 2,256,024 80,400 2,256,024 0 0
163,500 Nextel Partners, Inc. 2,199,075 163,500 2,199,075 0 0
216,400 Time Warner Telecom, Inc. 2,192,132 137,400 1,391,862 79,000 800,270
37,800 United States Cellular Corporation 1,341,900 37,800 1,341,900 0 0
8,500 Vimpel Communications 624,750 0 0 8,500 624,750
Total Communications Services 11,683,104 7,188,861 4,494,243

Consumer Discretionary - 18.8%
35,233 99 CENTS Only Stores 959,395 14,300 389,389 20,933 570,006
100,300 Abercrombie & Fitch Company 2,478,413 100,300 2,478,413 0 0
16,500 Action Performance Companies, Inc. 323,400 0 0 16,500 323,400
18,600 Advance Auto Parts, Inc. 1,514,040 18,600 1,514,040 0 0
103,200 Alliance Gaming Corporation 2,543,880 65,600 1,617,040 37,600 926,840
19,000 Amazon.com, Inc. 1,000,160 19,000 1,000,160 0 0
110,800 American Eagle Outfitters, Inc. 1,817,120 82,600 1,354,640 28,200 462,480
19,300 Applebee's International, Inc. 757,911 19,300 757,911 0 0
8,600 AutoZone, Inc. 732,806 8,600 732,806 0 0
72,800 Bed Bath & Beyond, Inc. 3,155,880 72,800 3,155,880 0 0
25,800 Best Buy Company, Inc. 1,347,792 25,800 1,347,792 0 0
88,800 Boyd Gaming Corporation 1,433,232 88,800 1,433,232 0 0
35,050 Brinker International, Inc. 1,162,258 35,050 1,162,258 0 0
21,300 Buffalo Wild Wings, Inc. 552,735 0 0 21,300 552,735
18,000 CarMax, Inc. 556,740 18,000 556,740 0 0
100,300 Cheesecake Factory, Inc. 4,416,208 62,950 2,771,688 37,350 1,644,520
90,550 Chico's FAS, Inc. 3,345,823 61,300 2,265,035 29,250 1,080,788
23,300 China Yuchai International, Ltd. 712,980 0 0 23,300 712,980
22,812 Christopher & Banks Corporation 445,518 0 0 22,812 445,518
124,900 Coach, Inc. 4,714,975 100,100 3,778,775 24,800 936,200
23,500 Columbia Sportswear Company 1,280,750 0 0 23,500 1,280,750
62,300 Cost Plus, Inc. 2,554,300 12,700 520,700 49,600 2,033,600
36,500 Cox Radio, Inc. 920,895 36,500 920,895 0 0
48,193 Cumulus Media, Inc. $1,060,246 0 $0 48,193$1,060,246
19,200 D.R. Horton, Inc. 830,592 19,200 830,592 0 0
60,000 Dollar Tree Stores, Inc. 1,803,600 60,000 1,803,600 0 0
10,900 E.W. Scripps Company 1,026,126 10,900 1,026,126 0 0
16,900 eBay, Inc. 1,091,571 16,900 1,091,571 0 0
31,900 EchoStar Communications Corporation 1,084,600 31,900 1,084,600 0 0
18,300 Emmis Communications Corporation 495,015 0 0 18,300 495,015
23,100 Entercom Communications Corporation 1,223,376 23,100 1,223,376 0 0
51,800 Ethan Allen Interiors, Inc. 2,169,384 0 0 51,800 2,169,384
28,600 Family Dollar Stores, Inc. 1,026,168 28,600 1,026,168 0 0
14,700 Fred's, Inc. 455,406 0 0 14,700 455,406
11,500 Garmin, Ltd. 626,520 11,500 626,520 0 0
24,600 Genesco, Inc. 372,198 0 0 24,600 372,198
105,700 Gentex Corporation 4,667,712 83,500 3,687,360 22,200 980,352
66,400 Getty Images, Inc. 3,328,632 24,800 1,243,224 41,600 2,085,408
16,000 Gildan Activewear Inc. 494,080 0 0 16,000 494,080
40,000 GTECH Holdings Corporation 1,979,600 25,800 1,276,842 14,200 702,758
78,800 Gymboree Corporation 1,357,724 78,800 1,357,724 0 0
40,720 Harley-Davidson, Inc. 1,935,422 40,720 1,935,422 0 0
48,000 Harman International Industries, Inc.3,551,040 41,600 3,077,568 6,400 473,472
13,500 Harrah's Entertainment, Inc. 671,895 13,500 671,895 0 0
33,600 Hibbett Sporting Goods, Inc. 1,001,280 0 0 33,600 1,001,280
82,637 Insight Enterprises, Inc. 1,553,576 0 0 82,637 1,553,576
48,226 InterActiveCorp 1,636,308 48,226 1,636,308 0 0
82,400 International Game Technology 2,941,680 82,400 2,941,680 0 0
31,500 J. Jill Group, Inc. 400,365 0 0 31,500 400,365
21,900 Jarden Corporation 598,746 0 0 21,900 598,746
11,400 Krispy Kreme Doughnuts, Inc. 417,240 0 0 11,400 417,240
36,600 Lamar Advertising Company 1,365,912 36,600 1,365,912 0 0
19,500 Leapfrog Enterprises, Inc. 517,335 19,500 517,335 0 0
10,500 Lennar Corporation 1,008,000 10,500 1,008,000 0 0
59,600 Linens 'n Things, Inc. 1,792,768 24,400 733,952 35,200 1,058,816
38,700 Mandalay Resort Group 1,730,664 38,700 1,730,664 0 0
36,400 Mattel, Inc. 701,428 36,400 701,428 0 0
48,700 May Department Stores Company 1,415,709 48,700 1,415,709 0 0
18,600 Men's Wearhouse, Inc. 465,186 0 0 18,600 465,186
11,900 Meredith Corporation 580,839 0 0 11,900 580,839
21,800 Michaels Stores, Inc. 963,560 21,800 963,560 0 0
60,600 Oakley, Inc. 838,704 0 0 60,600 838,704
18,000 Outback Steakhouse, Inc. 795,780 18,000 795,780 0 0
38,400 Overstock.com, Inc. 762,624 38,400 762,624 0 0
10,800 P.F. Chang's China Bistro, Inc. 549,504 10,800 549,504 0 0
86,730 Pacific Sunwear of California, Inc. 1,831,738 43,550 919,776 43,180 911,962
19,300 Panera Bread Company 762,929 0 0 19,300 762,929
27,500 Papa John's International, Inc. 917,950 0 0 27,500 917,950
30,500 Pennsylvania National Gaming, Inc. 703,940 0 0 30,500 703,940
44,500 PETsMART, Inc. $1,059,100 44,500$1,059,100 0 $0
12,500 Pixar, Inc. 866,125 12,500 866,125 0 0
38,600 ProQuest Company 1,136,770 0 0 38,600 1,136,770
145,300 Radio One, Inc. 2,804,290 104,700 2,020,710 40,600 783,580
24,750 Rent-A-Center, Inc. 739,530 24,750 739,530 0 0
38,200 Ross Stores, Inc. 1,009,626 38,200 1,009,626 0 0
31,100 Royal Caribbean Cruises, Ltd. 1,081,969 31,100 1,081,969 0 0
9,700 Ryland Group, Inc. 859,808 0 0 9,700 859,808
24,500 Salem Communications Corporation 664,440 0 0 24,500 664,440
40,200 SBS Broadcasting SA 1,310,520 0 0 40,200 1,310,520
22,700 SCP Pool Corporation 741,836 0 0 22,700 741,836
103,875 Sonic Corporation 3,180,652 59,200 1,812,704 44,675 1,367,948
113,300 Staples, Inc. 3,093,090 113,300 3,093,090 0 0
56,700 Starbucks Corporation 1,874,502 56,700 1,874,502 0 0
18,100 Starcraft Corporation 588,612 0 0 18,100 588,612
19,200 Starwood Hotels & Resorts Worldwide,
Inc. 690,624 19,200 690,624 0 0
31,000 Station Casinos, Inc. 949,530 0 0 31,000 949,530
30,300 Steiner Leisure, Ltd. 433,290 0 0 30,300 433,290
30,300 Superior Industries International,
Inc. 1,318,656 30,300 1,318,656 0 0
29,500 Tiffany & Company 1,333,400 29,500 1,333,400 0 0
157,200 TiVo, Inc. 1,163,280 157,200 1,163,280 0 0
33,200 TJX Companies, Inc. 732,060 33,200 732,060 0 0
44,400 Tractor Supply Company 1,726,716 18,700 727,243 25,700 999,473
16,600 Tuesday Morning Corporation 502,150 0 0 16,600 502,150
57,400 Tweeter Home Entertainment Group, Inc. 542,430 0 0 57,400 542,430
45,900 Ultimate Electronics, Inc. 350,217 0 0 45,900 350,217
107,220 Univision Communications, Inc. 4,255,562 107,220 4,255,562 0 0
22,500 Weight Watchers International, Inc. 863,325 22,500 863,325 0 0
15,400 Wendy's International, Inc. 604,296 15,400 604,296 0 0
53,700 Westwood One, Inc. 1,837,077 53,700 1,837,077 0 0
69,400 Wet Seal, Inc. 686,366 0 0 69,400 686,366
112,500 Williams-Sonoma, Inc. 3,911,625 88,500 3,077,145 24,000 834,480
63,400 XM Satellite Radio Holdings, Inc. 1,671,224 35,700 941,052 27,700 730,172
Total Consumer Discretionary 140,814,581 96,863,290 43,951,291

Consumer Staples - 1.0%
27,500 Chattem, Inc. 492,250 0 0 27,500 492,250
12,800 Coca-Cola Bottling Company
Consolidated 684,672 0 0 12,800 684,672
14,700 Constellation Brands, Inc. 484,071 0 0 14,700 484,071
33,200 Dean Foods Company 1,091,284 33,200 1,091,284 0 0
17,200 Estee Lauder Companies 675,272 17,200 675,272 0 0
48,100 Performance Food Group Company 1,739,777 29,200 1,056,164 18,900 683,613
36,500 United Natural Foods, Inc. 1,310,715 0 0 36,500 1,310,715
15,550 Whole Foods Market, Inc. 1,043,872 15,550 1,043,872 0 0
Total Consumer Staples 7,521,913 3,866,592 3,655,321

Energy - 4.7%
31,103 Apache Corporation $2,522,453 31,103$2,522,453 0 $0
46,220 BJ Services Company 1,659,298 46,220 1,659,298 0 0
23,300 Cal Dive International, Inc. 561,763 0 0 23,300 561,763
37,000 Chesapeake Energy Corporation 502,460 37,000 502,460 0 0
11,300 Cooper Cameron Corporation 526,580 11,300 526,580 0 0
18,500 ENSCO International, Inc. 502,645 18,500 502,645 0 0
47,100 EOG Resources, Inc. 2,174,607 47,100 2,174,607 0 0
17,300 FMC Technologies, Inc. 403,090 17,300 403,090 0 0
39,500 Hydril Company 945,235 0 0 39,500 945,235
102,400 Lone Star Technologies, Inc. 1,636,352 102,400 1,636,352 0 0
38,700 Maverick Tube Corporation 744,975 0 0 38,700 744,975
22,800 McMoran Exploration Company 427,500 0 0 22,800 427,500
10,200 Murphy Oil Corporation 666,162 10,200 666,162 0 0
35,400 Nabors Industries, Ltd. 1,469,100 35,400 1,469,100 0 0
13,500 National-Oilwell, Inc. 301,860 13,500 301,860 0 0
41,300 Newfield Exploration Company 1,839,502 41,300 1,839,502 0 0
34,600 Noble Corporation 1,237,988 34,600 1,237,988 0 0
116,100 OMI Corporation 1,036,773 0 0 116,100 1,036,773
36,700 Patterson-UTI Energy, Inc. 1,208,164 36,700 1,208,164 0 0
23,900 Pioneer Natural Resources Company 763,127 23,900 763,127 0 0
7,800 Pogo Producing Company 376,740 7,800 376,740 0 0
63,300 Pride International, Inc. 1,179,912 24,600 458,544 38,700 721,368
40,400 Prima Energy Corporation 1,420,464 0 0 40,400 1,420,464
20,300 Rowan Companies, Inc. 470,351 20,300 470,351 0 0
43,680 Smith International, Inc. 1,813,594 43,680 1,813,594 0 0
27,200 Spinnaker Exploration Company 877,744 0 0 27,200 877,744
65,900 St. Mary Land & Exploration Company 1,878,150 0 0 65,900 1,878,150
13,700 Stone Energy Corporation 581,565 0 0 13,700 581,565
28,300 Tom Brown, Inc. 912,675 0 0 28,300 912,675
28,000 Unit Corporation 659,400 0 0 28,000 659,400
18,500 Varco International, Inc. 381,655 18,500 381,655 0 0
45,400 Veritas DGC, Inc. 475,792 0 0 45,400 475,792
17,740 Weatherford International, Ltd. 638,640 17,740 638,640 0 0
26,300 World Fuel Services Corporation 892,885 0 0 26,300 892,885
61,833 XTO Energy, Inc. 1,749,874 61,833 1,749,874 0 0
Total Energy 35,439,075 23,302,786 12,136,289

Financials - 7.8%
40,400 A.G. Edwards, Inc. 1,463,692 40,400 1,463,692 0 0
56,600 Affiliated Managers Group, Inc. 3,938,794 28,800 2,004,192 27,800 1,934,602
3,600 Alexander's, Inc. 448,776 0 0 3,600 448,776
8,200 Alexandria Real Estate Equities, Inc. 474,780 0 0 8,200 474,780
17,900 Ambac Financial Group, Inc. 1,242,081 17,900 1,242,081 0 0
60,300 Arthur J. Gallagher & Company $1,959,147 60,300$1,959,147 0 $0
23,800 Astoria Financial Corporation 885,360 0 0 23,800 885,360
38,700 Bank of Hawaii Corporation 1,633,140 38,700 1,633,140 0 0
13,200 Bank of the Ozarks, Inc. 297,132 0 0 13,200 297,132
7,600 Cathay General Bancorp 423,168 0 0 7,600 423,168
36,900 Charles Schwab Corporation 436,896 0 0 36,900 436,896
22,665 Charter One Financial, Inc. 783,076 22,665 783,076 0 0
23,467 Countrywide Financial Corporation 1,779,947 23,467 1,779,947 0 0
92,775 Doral Financial Corporation 2,994,777 59,550 1,922,274 33,225 1,072,503
68,000 E*TRADE Group, Inc. 860,200 68,000 860,200 0 0
41,600 East West Bancorp, Inc. 2,233,088 29,800 1,599,664 11,800 633,424
50,300 Eaton Vance Corporation 1,842,992 50,300 1,842,992 0 0
8,400 Everest Re Group, Ltd. 710,640 8,400 710,640 0 0
12,800 Federal Agricultural Mortgage
Corporation 409,088 0 0 12,800 409,088
36,400 Financial Federal Corporation 1,112,020 0 0 36,400 1,112,020
41,725 First Financial Bankshares, Inc. 1,739,932 0 0 41,725 1,739,932
36,100 First Tennessee National Corporation 1,592,010 36,100 1,592,010 0 0
29,600 Greater Bay Bancorp 843,008 0 0 29,600 843,008
21,500 HCC Insurance Holdings, Inc. 683,700 21,500 683,700 0 0
12,400 IBERIABANK Corporation 731,600 0 0 12,400 731,600
31,300 Investment Technology Group, Inc. 505,495 0 0 31,300 505,495
117,800 Investors Financial Services
Corporation 4,524,698 81,700 3,138,097 36,100 1,386,601
24,400 Legg Mason, Inc. 1,883,192 24,400 1,883,192 0 0
25,300 Moody's Corporation 1,531,915 25,300 1,531,915 0 0
69,200 New York Community Bancorp, Inc. 2,633,060 40,000 1,522,000 29,200 1,111,060
22,100 Novastar Financial, Inc. 949,416 0 0 22,100 949,416
26,600 PartnerRe, Ltd. 1,544,130 14,300 830,115 12,300 714,015
31,700 ProAssurance Corporation 1,019,155 0 0 31,700 1,019,155
58,000 Providian Financial Corporation 675,120 58,000 675,120 0 0
20,000 Radian Group, Inc. 975,000 20,000 975,000 0 0
15,400 RenaissanceRe Holdings, Ltd. 755,370 15,400 755,370 0 0
32,300 SWS Group, Inc. 574,940 32,300 574,940 0 0
16,200 T. Rowe Price Group, Inc. 768,042 16,200 768,042 0 0
42,200 TCF Financial Corporation 2,166,970 42,200 2,166,970 0 0
47,200 Texas Capital Bancshares Inc. 682,606 0 0 47,200 682,606
38,200 Union Planters Corporation 1,202,918 38,200 1,202,918 0 0
49,800 W.R. Berkley Corporation 1,740,510 18,750 655,312 31,050 1,085,198
13,700 WFS Financial, Inc. 581,702 0 0 13,700 581,702
30,000 Willis Group Holdings, Ltd. 1,022,100 30,000 1,022,100 0 0
19,000 Wintrust Financial Corporation 856,900 0 0 19,000 856,900
Total Financials 58,112,283 37,777,846 20,334,437

Health Care - 19.3%
29,925 Accredo Health, Inc. 945,929 0 0 29,925 945,929
18,550 Advanced Neuromodulation Systems, Inc. 852,929 0 $0 18,550 $852,929
41,700 AdvancePCS, Inc. 2,195,922 41,700 2,195,922 0 0
16,800 Advisory Board Company 586,488 0 0 16,800 586,488
13,400 Aetna, Inc. 905,572 13,400 905,572 0 0
47,700 Alexion Pharmaceuticals, Inc. 811,854 0 0 47,700 811,854
73,600 Align Technology, Inc. 1,215,872 0 0 73,600 1,215,872
29,900 Alkermes, Inc. 403,650 0 0 29,900 403,650
21,000 Allergan, Inc. 1,613,010 21,000 1,613,010 0 0
46,400 American Medical Systems Holdings,
Inc. 1,011,520 0 0 46,400 1,011,520
27,400 AmerisourceBergen Corporation 1,538,510 27,400 1,538,510 0 0
28,002 Anthem, Inc. 2,100,150 28,002 2,100,150 0 0
53,100 Applera Corporation (Celera Genomics 738,621 53,100 738,621 0 0
Group)
10,400 Applied Biosystems Group 215,384 10,400 215,384 0 0
44,100 ArthroCare Corporation 1,080,450 0 0 44,100 1,080,450
26,350 Barr Pharmaceuticals, Inc. 2,027,632 26,350 2,027,632 0 0
63,220 Biogen Idec, Inc. 2,325,232 63,220 2,325,232 0 0
84,567 Biomet, Inc. 3,079,084 84,567 3,079,084 0 0
20,200 Biosite Diagnostics, Inc. 584,790 0 0 20,200 584,790
48,300 Biovail Corporation 1,037,967 48,300 1,037,967 0 0
26,200 Boston Scientific Corporation 963,112 26,200 963,112 0 0
14,400 Britesmile, Inc. 365,328 0 0 14,400 365,328
100,300 Bruker BioSciences Corporation 456,365 0 0 100,300 456,365
10,100 C.R. Bard, Inc. 820,625 10,100 820,625 0 0
93,800 Caliper Technologies Corporation 617,204 0 0 93,800 617,204
59,300 Candela Corporation 1,078,074 0 0 59,300 1,078,074
183,500 Caremark Rx, Inc. 4,648,055 113,600 2,877,488 69,900 1,770,567
50,500 Celgene Corporation 2,273,510 34,900 1,571,198 15,600 702,312
36,700 Cell Genesys, Inc. 474,898 0 0 36,700 474,898
12,200 Cephalon, Inc. 590,602 12,200 590,602 0 0
16,100 Cerner Corporation 609,385 0 0 16,100 609,385
19,100 Charles River Laboratories 655,703 19,100 655,703 0 0
International, Inc.
30,600 Chiron Corporation 1,743,894 30,600 1,743,894 0 0
61,200 Community Health Systems, Inc. 1,626,696 32,600 866,508 28,600 760,188
92,100 Conceptus, Inc. 978,102 0 0 92,100 978,102
20,700 Covance, Inc. 554,760 0 0 20,700 554,760
35,400 Coventry Health Care, Inc. 2,282,946 27,700 1,786,373 7,700 496,573
117,000 Cytyc Corporation 1,609,920 42,200 580,672 74,800 1,029,248
26,300 Datascope Corporation 942,855 0 0 26,300 942,855
34,400 DaVita, Inc. 1,341,600 0 0 34,400 1,341,600
44,800 Dendrite International, Inc. 702,016 0 0 44,800 702,016
51,800 Dentsply International, Inc. 2,339,806 51,800 2,339,806 0 0
21,300 Digene Corporation 854,130 0 0 21,300 854,130
46,900 Diversa Corporation 433,825 0 0 46,900 433,825
246,800 Elan Corporation plc ADR $1,700,452 246,800$1,700,452 0 $0
53,300 EPIX Medical, Inc. 867,724 0 0 53,300 867,724
25,300 Express Scripts, Inc. 1,680,679 25,300 1,680,679 0 0
29,500 First Health Group Corporation 574,070 29,500 574,070 0 0
67,600 First Horizon Pharmaceutical 757,120 0 0 67,600 757,120
Corporation
26,400 Fisher Scientific International, 1,092,168 26,400 1,092,168 0 0
Inc.
17,600 Flamel Technologies SP ADR 471,504 0 0 17,600 471,504
22,860 Forest Laboratories, Inc. 1,412,748 22,860 1,412,748 0 0
13,400 Galen Holdings plc 696,787 0 0 13,400 696,787
22,900 Gen-Probe, Inc. 835,163 22,900 835,163 0 0
27,300 Genzyme Corporation 1,346,982 27,300 1,346,982 0 0
65,800 Gilead Sciences, Inc. 3,825,612 65,800 3,825,612 0 0
59,075 Health Management Associates, Inc. 1,417,800 59,075 1,417,800 0 0
13,000 Henry Schein, Inc. 878,540 13,000 878,540 0 0
100,700 Human Genome Sciences, Inc. 1,334,275 100,700 1,334,275 0 0
48,300 Inspire Pharmaceuticals, Inc. 683,928 0 0 48,300 683,928
29,300 Integra Life Sciences Holdings 838,859 0 0 29,300 838,859
Corporation
19,700 InterMune, Inc. 456,252 0 0 19,700 456,252
24,800 IntraBiotics Pharmaceuticals, Inc. 399,280 0 0 24,800 399,280
30,800 Inverness Medical Innovations, Inc. 670,824 0 0 30,800 670,824
14,600 Invitrogen Corporation 1,022,000 14,600 1,022,000 0 0
20,800 IVAX Corporation 496,704 20,800 496,704 0 0
26,100 KOS Pharmaceuticals, Inc. 1,123,344 0 0 26,100 1,123,344
37,200 Kyphon, Inc. 923,676 0 0 37,200 923,676
63,700 Laboratory Corporation of America 2,353,715 63,700 2,353,715 0 0
Holdings
81,100 Lexicon Genetics, Inc. 477,679 0 0 81,100 477,679
29,700 LifePoint Hospitals, Inc. 874,665 0 0 29,700 874,665
40,200 Lincare Holdings, Inc. 1,207,206 40,200 1,207,206 0 0
54,600 Manor Care, Inc. 1,887,522 54,600 1,887,522 0 0
21,900 Martek Biosciences Corporation 1,422,843 0 0 21,900 1,422,843
30,200 Medicines Company 889,692 0 0 30,200 889,692
30,000 Medicis Pharmaceutical Corporation 2,139,000 30,000 2,139,000 0 0
64,800 MedImmune, Inc. 1,645,920 64,800 1,645,920 0 0
11,400 MGI PHARMA, Inc. 469,110 0 0 11,400 469,110
16,500 Mid Atlantic Medical Services, Inc. 1,069,200 16,500 1,069,200 0 0
41,000 Millennium Pharmaceuticals, Inc. 765,470 41,000 765,470 0 0
58,600 MIM Corporation 411,958 0 0 58,600 411,958
51,900 Mylan Laboratories, Inc. 1,310,994 51,900 1,310,994 0 0
28,000 Nastech Pharmaceutical Company 268,800 0 0 28,000 268,800
116,100 Nektar Therapeutics 1,580,121 116,100 1,580,121 0 0
49,500 NeoPharm, Inc. 906,840 0 0 49,500 906,840
37,400 Neurocrine Biosciences, Inc. 2,039,796 11,900 649,026 25,500 1,390,770
31,200 Noven Pharmaceuticals, Inc. 474,552 0 0 31,200 474,552
37,600 NPS Pharmaceuticals, Inc. 1,155,824 0 0 37,600 1,155,824
21,537 Odyssey Healthcare, Inc. $630,173 0 $0 21,537 $630,173
78,900 Omnicare, Inc. 3,186,771 78,900 3,186,771 0 0
37,600 Onyx Pharmaceuticals, Inc. 1,061,448 0 0 37,600 1,061,448
31,200 OSI Pharmaceuticals, Inc. 1,004,952 0 0 31,200 1,004,952
12,400 Patterson Dental Company 795,584 12,400 795,584 0 0
24,300 Pharmaceutical Product Development, 655,371 0 0 24,300 655,371
Inc.
15,000 Pharmaceutical Resources, Inc. 977,250 15,000 977,250 0 0
47,000 PolyMedica Corporation 1,236,570 0 0 47,000 1,236,570
41,200 Priority Healthcare Corporation 993,332 0 0 41,200 993,332
119,800 Protein Design Labs, Inc. 2,144,420 81,200 1,453,480 38,600 690,940
62,825 Province Healthcare Company 1,005,200 0 0 62,825 1,005,200
11,100 Quest Diagnostics, Inc. 811,521 11,100 811,521 0 0
47,400 Regeneron Pharmaceuticals, Inc. 697,254 0 0 47,400 697,254
13,200 ResMed, Inc. 548,328 13,200 548,328 0 0
80,500 Select Medical Corporation 1,310,540 0 0 80,500 1,310,540
69,400 Shire Pharmaceuticals Group plc 2,016,070 69,400 2,016,070 0 0
18,400 Sola International, Inc. 345,920 0 0 18,400 345,920
49,600 St. Jude Medical, Inc. 3,042,960 49,600 3,042,960 0 0
11,800 Stryker Corporation 1,003,118 11,800 1,003,118 0 0
21,300 Sunrise Senior Living, Inc. 825,162 0 0 21,300 825,162
27,500 SurModics, Inc. 657,250 0 0 27,500 657,250
12,800 Taro Pharmaceutical Industries, Ltd. 825,600 0 0 12,800 825,600
22,000 TECHNE Corporation 831,160 22,000 831,160 0 0
35,200 Teva Pharmaceutical Industries, Ltd. 1,996,192 35,200 1,996,192 0 0
18,200 Trimeris, Inc. 381,836 0 0 18,200 381,836
36,000 Varian Medical Systems, Inc. 2,487,600 36,000 2,487,600 0 0
15,800 VistaCare, Inc. 555,370 0 0 15,800 555,370
89,100 VISX, Inc. 2,062,665 70,900 1,641,335 18,200 421,330
26,500 Watson Pharmaceuticals, Inc. 1,219,000 26,500 1,219,000 0 0
20,400 WellPoint Health Networks, Inc. 1,978,596 20,400 1,978,596 0 0
26,900 Wilson Greatbatch Technologies, Inc. 1,137,063 0 0 26,900 1,137,063
33,500 Zimmer Holdings, Inc. 2,358,400 33,500 2,358,400 0 0
21,100 Zoll Medical Corporation 748,628 0 0 21,100 748,628
Total Health Care 144,622,679 91,145,797 53,476,882

Industrials - 9.2%
18,600 Actuant Corporation 673,320 0 0 18,600 673,320
42,750 Alliant Techsystems, Inc. 2,469,240 42,750 2,469,240 0 0
31,000 American Power Conversion Corporation 757,950 31,000 757,950 0 0
22,600 American Standard Companies, Inc. 2,275,820 22,600 2,275,820 0 0
18,200 American Woodmark Corporation 1,001,910 0 0 18,200 1,001,910
58,100 AMR Corporation 752,395 0 0 58,100 752,395
35,250 Apollo Group, Inc. 2,397,000 35,250 2,397,000 0 0
8,900 Apollo Group, Inc. (University of 613,477 8,900 613,477 0 0
Phoenix Online)
24,500 Aramark Corporation $671,790 24,500 $671,790 0 $0
48,800 Atlantic Coast Airlines Holdings, Inc. 483,120 0 0 48,800 483,120
18,400 Bright Horizons Family Solutions, Inc. 772,800 0 0 18,400 772,800
112,500 C.H. Robinson Worldwide, Inc. 4,264,875 62,900 2,384,539 49,600 1,880,336
60,200 Career Education Corporation 2,412,214 49,900 1,999,493 10,300 412,721
51,566 ChoicePoint, Inc. 1,964,149 29,700 1,131,273 21,866 832,876
15,300 Cintas Corporation 766,989 15,300 766,989 0 0
71,750 Copart, Inc. 1,183,875 0 0 71,750 1,183,875
34,000 Corinthian Colleges, Inc. 1,889,040 18,800 1,044,528 15,200 844,512
64,500 Corporate Executive Board Company 3,010,215 39,300 1,834,131 25,200 1,176,084
40,100 CoStar Group, Inc. 1,671,368 0 0 40,100 1,671,368
20,700 Danaher Corporation 1,899,225 20,700 1,899,225 0 0
30,000 DeVry, Inc. 753,900 30,000 753,900 0 0
28,200 Education Management Corporation 875,328 28,200 875,328 0 0
78,300 EGL, Inc. 1,374,948 78,300 1,374,948 0 0
39,550 Engineered Support Systems, Inc. 2,177,622 0 0 39,550 2,177,622
53,860 Expeditors International of 2,028,368 53,860 2,028,368 0 0
Washington, Inc.
60,500 Fastenal Company 3,021,370 60,500 3,021,370 0 0
38,700 Fluor Corporation 1,534,068 38,700 1,534,068 0 0
62,800 Forward Air Corporation 1,727,000 0 0 62,800 1,727,000
13,300 Genesee and Wyoming, Inc. 418,950 0 0 13,300 418,950
21,400 ITT Educational Services, Inc. 1,005,158 10,900 511,973 10,500 493,185
8,200 ITT Industries, Inc. 608,522 8,200 608,522 0 0
22,700 J.B. Hunt Transport Services, Inc. 613,127 22,700 613,127 0 0
32,600 Jacobs Engineering Group, Inc. 1,565,126 24,400 1,171,444 8,200 393,682
50,300 L-3 Communications Holdings, Inc. 2,583,408 50,300 2,583,408 0 0
57,700 Manpower, Inc. 2,716,516 57,700 2,716,516 0 0
13,800 Mercury Computer Systems, Inc. 343,620 0 0 13,800 343,620
19,300 Mueller Industries, Inc. 663,148 0 0 19,300 663,148
41,700 Navigant Consulting, Inc. 786,462 0 0 41,700 786,462
12,800 Navistar International Corporation 612,992 12,800 612,992 0 0
7,700 Old Dominion Freight Line 262,416 0 0 7,700 262,416
6,600 PACCAR, Inc. 561,792 6,600 561,792 0 0
55,900 Pall Corporation 1,499,797 55,900 1,499,797 0 0
52,900 Robert Half International, Inc. 1,234,686 52,900 1,234,686 0 0
17,300 Rockwell Automation, Inc. 615,880 17,300 615,880 0 0
27,900 Roto-Rooter, Inc. 1,286,190 0 0 27,900 1,286,190
18,600 SPX Corporation 1,093,866 18,600 1,093,866 0 0
47,700 Stericycle, Inc. 2,227,590 23,300 1,088,110 24,400 1,139,480
56,900 Stewart & Stevenson Services, Inc. 799,445 0 0 56,900 799,445
27,100 Swift Transportation Company, Inc. 569,642 27,100 569,642 0 0
57,600 TeleTech Holdings, Inc. 650,880 0 0 57,600 650,880
10,300 W.W. Grainger, Inc. 488,117 10,300 488,117 0 0
20,100 Wabash National Corporation 588,930 0 0 20,100 588,930
Total Industrials 69,219,636 45,803,309 23,416,327

Information Technology - 31.2%
202,100 3Com Corporation $1,651,157 202,100$1,651,157 0 $0
49,725 Activision, Inc. 904,995 0 0 49,725 904,995
44,100 Acxiom Corporation 818,937 0 0 44,100 818,937
66,600 Adobe Systems, Inc. 2,617,380 66,600 2,617,380 0 0
48,000 ADTRAN, Inc. 1,488,000 22,400 694,400 25,600 793,600
31,900 Advanced Energy Industries, Inc. 830,995 0 0 31,900 830,995
75,700 Advanced Fibre Communications, Inc. 1,525,355 25,400 511,810 50,300 1,013,545
27,700 Advent Software, Inc. 482,811 0 0 27,700 482,811
80,050 Aeroflex, Inc. 935,784 0 0 80,050 935,784
42,400 Affiliated Computer Services, Inc. 2,309,104 42,400 2,309,104 0 0
70,000 Agile Software Corporation 693,000 0 0 70,000 693,000
36,100 Akamai Technologies, Inc. 388,075 0 0 36,100 388,075
116,700 Alliance Fiber Optic Products, Inc. 197,223 0 0 116,700 197,223
69,600 Altera Corporation 1,579,920 69,600 1,579,920 0 0
32,700 Altiris, Inc. 1,192,896 0 0 32,700 1,192,896
134,900 Amdocs, Ltd. 3,032,552 134,900 3,032,552 0 0
36,100 Amkor Technology, Inc. 657,381 36,100 657,381 0 0
14,700 Amphenol Corporation 939,771 14,700 939,771 0 0
21,700 Analog Devices, Inc. 990,605 21,700 990,605 0 0
26,100 Applied Films Corporation 861,822 0 0 26,100 861,822
126,400 Applied Micro Circuits Corporation 755,872 0 0 126,400 755,872
197,400 Ariba, Inc. 592,200 197,400 592,200 0 0
224,100 Arris Group, Inc. 1,622,484 224,100 1,622,484 0 0
20,400 Ask Jeeves, Inc. 369,648 0 0 20,400 369,648
33,500 ASM International NV 678,040 0 0 33,500 678,040
50,400 ASML Holding NV ADR 1,010,520 50,400 1,010,520 0 0
42,400 Asyst Technologies, Inc. 735,640 0 0 42,400 735,640
22,500 ATMI, Inc. 520,650 0 0 22,500 520,650
26,500 August Technology Corporation 491,575 0 0 26,500 491,575
29,900 Avid Technology, Inc. 1,435,200 0 0 29,900 1,435,200
34,300 Avocent Corporation 1,252,636 0 0 34,300 1,252,636
112,800 BEA Systems, Inc. 1,387,440 112,800 1,387,440 0 0
51,200 BISYS Group, Inc. 761,856 51,200 761,856 0 0
106,900 BMC Software, Inc. 1,993,685 106,900 1,993,685 0 0
46,000 Broadcom Corporation 1,568,140 46,000 1,568,140 0 0
50,500 Brooks Automation, Inc. 1,220,585 0 0 50,500 1,220,585
95,200 Business Objects SA ADR 3,300,584 55,700 1,931,119 39,500 1,369,465
90,000 Cable Design Technologies Corporation 809,100 0 0 90,000 809,100
54,800 CACI International, Inc. 2,664,376 33,600 1,633,632 21,200 1,030,744
107,300 Cadence Design Systems, Inc. 1,929,254 107,300 1,929,254 0 0
26,900 Carrier Access Corporation 336,788 0 0 26,900 336,788
28,500 CDW Corporation 1,646,160 28,500 1,646,160 0 0
34,600 Ceridian Corporation $724,524 34,600 $724,524 0 $0
90,100 Check Point Software Technologies, 1,515,482 90,100 1,515,482 0 0
Ltd.
117,900 CheckFree Corporation 3,259,935 75,900 2,098,635 42,000 1,161,300
211,900 CIENA Corporation 1,407,016 211,900 1,407,016 0 0
33,000 Citrix Systems, Inc. 699,930 33,000 699,930 0 0
23,600 Cognex Corporation 666,464 0 0 23,600 666,464
83,025 Cognizant Technology Solutions 3,789,261 50,225 2,292,269 32,800 1,496,992
Corporation
41,200 Cognos, Inc. 1,261,544 23,900 731,818 17,300 529,726
26,800 Coherent, Inc. 637,840 0 0 26,800 637,840
28,600 Comverse Technology, Inc. 503,074 28,600 503,074 0 0
91,500 Corning, Inc. 954,345 91,500 954,345 0 0
416,400 Corvis Corporation 707,880 0 0 416,400 707,880
38,700 Cree, Inc. 684,603 0 0 38,700 684,603
47,200 Cymer, Inc. 2,180,168 19,200 886,848 28,000 1,293,320
39,100 Cypress Semiconductor Corporation 835,176 39,100 835,176 0 0
44,200 Digital River, Inc. 976,820 0 0 44,200 976,820
97,200 Dot Hill Systems Corporation 1,472,580 97,200 1,472,580 0 0
30,400 DSP Group, Inc. 757,264 0 0 30,400 757,264
66,200 DST Systems, Inc. 2,764,512 66,200 2,764,512 0 0
71,000 DuPont Photomasks, Inc. 1,713,940 53,300 1,286,662 17,700 427,278
27,200 eCollege.com, Inc. 502,112 0 0 27,200 502,112
23,250 Electro Scientific Industries, Inc. 553,350 0 0 23,250 553,350
59,400 Electronic Arts, Inc. 2,838,132 59,400 2,838,132 0 0
49,500 Embarcadero Technologies, Inc. 789,525 0 0 49,500 789,525
50,025 EMC Corporation 646,323 50,025 646,323 0 0
61,400 Emulex Corporation 1,638,152 32,000 853,760 29,400 784,392
116,300 Exar Corporation 1,986,404 76,700 1,310,036 39,600 676,368
11,300 Fair Isaac Corporation 555,508 11,300 555,508 0 0
28,900 Faro Technologies, Inc. 721,922 0 0 28,900 721,922
27,200 FEI Company 612,000 0 0 27,200 612,000
14,700 FileNET Corporation 398,076 0 0 14,700 398,076
53,165 Fiserv, Inc. 2,100,549 53,165 2,100,549 0 0
62,300 Flextronics International, Ltd. 924,532 62,300 924,532 0 0
23,000 FLIR Systems, Inc. 839,500 0 0 23,000 839,500
76,300 Foundry Networks, Inc. 2,087,568 32,000 875,520 44,300 1,212,048
12,300 Global Imaging Systems, Inc. 390,525 0 0 12,300 390,525
28,700 Global Payments, Inc. 1,352,344 0 0 28,700 1,352,344
73,400 Globecomm Systems, Inc. 348,650 0 0 73,400 348,650
30,900 Helix Technology Corporation 635,922 0 0 30,900 635,922
55,800 Hewitt Associates, Inc. 1,668,420 55,800 1,668,420 0 0
31,700 Hutchinson Technology, Inc. 974,458 0 0 31,700 974,458
17,900 Hyperion Solutions Corporation 539,506 0 0 17,900 539,506
208,800 Informatica Corporation 2,150,640 135,700 1,397,710 73,100 752,930
69,000 Integrated Circuit Systems, Inc. 1,965,810 46,800 1,333,332 22,200 632,478
19,700 International Rectifier Corporation 973,377 19,700 973,377 0 0
86,100 Internet Security Systems, Inc. $1,621,263 86,100$1,621,263 0 $0
62,900 Intersil Corporation 1,563,065 62,900 1,563,065 0 0
30,200 Intuit, Inc. 1,597,882 30,200 1,597,882 0 0
30,900 Iron Mountain, Inc. 1,221,786 19,800 782,892 11,100 438,894
21,600 Itron, Inc. 396,576 0 0 21,600 396,576
35,400 J2 Global Communication, Inc. 876,858 0 0 35,400 876,858
62,000 Jabil Circuit, Inc. 1,754,600 62,000 1,754,600 0 0
37,400 JDA Software Group, Inc. 617,474 0 0 37,400 617,474
75,100 Juniper Networks, Inc. 1,402,868 75,100 1,402,868 0 0
38,340 KLA-Tencor Corporation 2,249,408 38,340 2,249,408 0 0
15,750 Kronos, Inc. 623,858 0 0 15,750 623,858
138,400 Lam Research Corporation 4,470,320 94,900 3,065,270 43,500 1,405,050
53,400 Lexar Media, Inc. 930,762 0 0 53,400 930,762
11,000 Lexmark International, Inc. 865,040 11,000 865,040 0 0
26,300 Linear Technology Corporation 1,106,441 26,300 1,106,441 0 0
24,800 Logitech International ADR 1,054,744 0 0 24,800 1,054,744
450,700 Lucent Technologies, Inc. 1,279,988 450,700 1,279,988 0 0
24,100 Macrovision Corporation 544,419 0 0 24,100 544,419
30,200 Magma Design Automation, Inc. 704,868 0 0 30,200 704,868
30,300 Manhattan Associates, Inc. 837,492 0 0 30,300 837,492
34,100 Mantech International Corporation 850,795 0 0 34,100 850,795
43,400 Marvell Technology Group, Ltd. 1,646,162 43,400 1,646,162 0 0
37,300 Mattson Technology, Inc. 455,806 0 0 37,300 455,806
47,340 Maxim Integrated Products, Inc. 2,357,532 47,340 2,357,532 0 0
22,600 MAXIMUS, Inc. 884,338 0 0 22,600 884,338
52,500 Mercury Interactive Corporation 2,553,600 52,500 2,553,600 0 0
40,400 Metrologic Instruments, Inc. 1,090,800 0 0 40,400 1,090,800
96,700 Micrel, Inc. 1,506,586 96,700 1,506,586 0 0
98,490 Microchip Technology, Inc. 3,285,626 98,490 3,285,626 0 0
117,500 Micron Technology, Inc. 1,582,725 117,500 1,582,725 0 0
20,700 Microsemi Corporation 508,806 0 0 20,700 508,806
30,000 MicroStrategy, Inc. 1,574,400 0 0 30,000 1,574,400
51,600 MKS Instruments, Inc. 1,496,400 0 0 51,600 1,496,400
236,400 MRV Communications, Inc. 888,864 0 0 236,400 888,864
18,500 Nam Tai Electronics, Inc. 519,480 0 0 18,500 519,480
41,000 National Instruments Corporation 1,864,270 41,000 1,864,270 0 0
33,900 National Semiconductor Corporation 1,335,999 33,900 1,335,999 0 0
16,200 Netease.Com, Inc. 597,780 0 0 16,200 597,780
62,744 NetIQ Corporation 831,358 0 0 62,744 831,358
78,400 NetScreen Technologies, Inc. 1,940,400 40,100 992,475 38,300 947,925
82,500 Network Appliance, Inc. 1,693,725 82,500 1,693,725 0 0
39,400 Network Associates, Inc. 592,576 39,400 592,576 0 0
59,370 Novellus Systems, Inc. 2,496,508 59,370 2,496,508 0 0
56,200 O2Micro International, Ltd. 1,258,880 0 0 56,200 1,258,880
25,100 OmniVision Technologies, Inc. 1,386,775 0 0 25,100 1,386,775
42,400 Open Text Corporation 812,808 0 0 42,400 812,808
44,600 Pacific Internet Ltd. 361,706 0 0 44,600 361,706
50,800 Packeteer, Inc. $862,584 0 $0 50,800 $862,584
57,500 Paychex, Inc. 2,139,000 57,500 2,139,000 0 0
41,500 PEC Solutions, Inc. 703,425 0 0 41,500 703,425
50,000 Pegasus Solutions, Inc. 523,500 0 0 50,000 523,500
28,700 PeopleSoft, Inc. 654,360 28,700 654,360 0 0
21,100 Photon Dynamics, Inc. 849,064 0 0 21,100 849,064
39,200 Photronics, Inc. 780,864 0 0 39,200 780,864
38,600 Pixelworks, Inc. 426,144 0 0 38,600 426,144
22,400 Plantronics, Inc. 731,360 0 0 22,400 731,360
59,300 Plato Learning, Inc. 625,615 0 0 59,300 625,615
33,900 Plexus Corporation 582,063 0 0 33,900 582,063
35,600 PMC-Sierra, Inc. 717,340 35,600 717,340 0 0
52,900 Polycom, Inc. 1,032,608 23,500 458,720 29,400 573,888
19,500 Power Integrations, Inc. 652,470 0 0 19,500 652,470
39,400 QLogic Corporation 2,033,040 39,400 2,033,040 0 0
28,000 Quest Software, Inc. 397,600 0 0 28,000 397,600
44,400 Radiant Systems, Inc. 373,404 0 0 44,400 373,404
39,200 RadiSys Corporation 660,912 0 0 39,200 660,912
19,000 Radware, Inc. 517,750 0 0 19,000 517,750
94,000 RealNetworks, Inc. 536,740 94,000 536,740 0 0
55,700 REMEC, Inc. 468,437 0 0 55,700 468,437
29,000 SafeNet, Inc. 892,330 0 0 29,000 892,330
29,600 SanDisk Corporation 1,809,744 13,500 825,390 16,100 984,354
41,100 Seachange International, Inc. 632,940 0 0 41,100 632,940
25,900 SERENA Software, Inc. 475,265 0 0 25,900 475,265
175,200 Siebel Systems, Inc. 2,430,024 175,200 2,430,024 0 0
17,000 Sigmatel, Inc. 419,560 0 0 17,000 419,560
297,300 Silicon Graphics, Inc. 407,301 0 0 297,300 407,301
12,300 Silicon Laboratories, Inc. 531,606 0 0 12,300 531,606
11,800 Sina Corporation 398,250 0 0 11,800 398,250
54,500 Skyworks Solutions, Inc. 474,150 0 0 54,500 474,150
22,300 Sohu.com, Inc. 669,223 0 0 22,300 669,223
24,300 Storage Technology Corporation 625,725 24,300 625,725 0 0
67,860 SunGard Data Systems, Inc. 1,880,401 67,860 1,880,401 0 0
149,700 Sycamore Networks, Inc. 784,428 0 0 149,700 784,428
78,400 Symantec Corporation 2,716,560 78,400 2,716,560 0 0
128,200 Symbol Technologies, Inc. 2,165,298 128,200 2,165,298 0 0
34,900 Synopsys, Inc. 1,178,224 34,900 1,178,224 0 0
16,200 Take-Two Interactive Software, Inc. 466,722 0 0 16,200 466,722
37,400 Tekelec, Inc. 581,570 0 0 37,400 581,570
62,600 Tektronix, Inc. 1,978,160 62,600 1,978,160 0 0
186,300 Tellabs, Inc. 1,570,509 186,300 1,570,509 0 0
46,100 Teradyne, Inc. 1,173,245 46,100 1,173,245 0 0
15,750 Tessera Technologies, Inc. 296,258 0 0 15,750 296,258
39,800 THQ, Inc. 673,018 0 0 39,800 673,018
118,600 Tibco Software, Inc. 802,922 0 0 118,600 802,922
38,900 Trident Microsystems, Inc. 677,638 0 0 38,900 677,638
115,000 Trikon Technologies Inc. $645,150 0 $0 115,000 $645,150
39,300 United Online, Inc. 659,847 0 0 39,300 659,847
84,100 UTStarcom, Inc. 3,117,587 84,100 3,117,587 0 0
24,800 Varian Semiconductor Equipment 1,083,512 0 0 24,800 1,083,512
Associates, Inc.
24,400 Varian, Inc. 1,018,212 0 0 24,400 1,018,212
140,600 VeriSign, Inc. 2,291,780 140,600 2,291,780 0 0
40,200 Verisity, Ltd. 512,550 0 0 40,200 512,550
62,000 VERITAS Software Corporation 2,303,920 62,000 2,303,920 0 0
42,300 Verity, Inc. 705,987 0 0 42,300 705,987
424,300 Vignette Corporation 963,161 269,200 611,084 155,100 352,077
40,400 Vishay Intertechnology, Inc. 925,160 40,400 925,160 0 0
19,740 Waters Corporation 654,578 19,740 654,578 0 0
47,400 WebEx Communications, Inc. 952,740 0 0 47,400 952,740
32,200 Websense, Inc. 941,528 0 0 32,200 941,528
40,120 Xilinx, Inc. 1,554,249 40,120 1,554,249 0 0
36,800 Yahoo!, Inc. 1,662,256 36,800 1,662,256 0 0
11,350 Zebra Technologies Corporation 753,300 11,350 753,300 0 0
28,500 Zoran Corporation 495,615 0 0 28,500 495,615
Total Information Technology 233,200,759 140,863,791 92,336,968

Materials - 1.9%
60,000 Arch Coal, Inc. 1,870,200 60,000 1,870,200 0 0
18,200 Cabot Corporation 579,488 0 0 18,200 579,488
35,500 Cytec Industries, Inc. 1,362,845 35,500 1,362,845 0 0
60,500 Ecolab, Inc. 1,655,885 60,500 1,655,885 0 0
10,100 Florida Rock Industries, Inc. 553,985 0 0 10,100 553,985
119,600 Hercules, Inc. 1,459,120 119,600 1,459,120 0 0
44,900 Louisiana-Pacific Corporation 802,812 0 0 44,900 802,812
33,400 Packaging Corporation of America 730,124 33,400 730,124 0 0
28,400 Pactiv Corporation 678,760 28,400 678,760 0 0
23,900 Phelps Dodge Corporation 1,818,551 23,900 1,818,551 0 0
42,400 Praxair, Inc. 1,619,680 42,400 1,619,680 0 0
1,487 Rayonier, Inc. REIT 61,725 0 0 1,487 61,725
24,700 Silgan Holdings, Inc. 1,051,973 0 0 24,700 1,051,973
Total Materials 14,245,148 11,195,165 3,049,983

Utilities - 0.8%
166,500 AES Corporation 1,571,760 166,500 1,571,760 0 0
211,300 Dynegy, Inc. 904,364 0 0 211,300 904,364
34,000 Equitable Resources, Inc. 1,459,280 34,000 1,459,280 0 0
14,600 Kinder Morgan, Inc. 862,860 14,600 862,860 0 0
19,400 Piedmont Natural Gas Company, Inc. 843,124 0 0 19,400 843,124
Total Utilities 5,641,388 3,893,900 1,747,488

Total Common Stock 720,500,566 461,901,337 258,599,229
(cost $591,177,834)

LB Series Fund - LB Series Fund -
Mid Cap Growth Opportunity Growth
Portfolio Portfolio
Pro-Forma
Combined Pro-Forma
Principal Combined Principal Principal
Amount Long-Term Fixed Income - 0.0% Value Amount Value Amount Value

2,391 Timco Aviation Services, Inc., $120 0 $0 2,391 $120
Payment-in-Kind Bond

Total Long-Term Fixed Income 120
(cost $0)

LB Series Fund - LB Series Fund -
Mid Cap Growth Opportunity Growth
Portfolio Portfolio
Pro-Forma
Combined Pro-Forma
Principal Combined Principal Principal
Amount Short-Term Investments - 3.7% Value Amount Value Amount Value

4,000,000 Amsterdam Funding Corporation 1.090% 1/14/2004 3,998,426 4,000,000 3,998,426 0 0
1,250,000 Delaware Funding Corporation 1.080 1/16/2004 1,249,812 1,250,000 1,249,812 0 0
15,550,000 New Center Asset Trust 0.970 1/5/2004 15,548,324 10,550,000 10,548,863 5,000,000 4,999,461
6,750,000 Rabobank USA Finance
Corporation 0.940 1/2/2004 6,749,823 3,050,000 3,049,920 3,700,000 3,699,903

Total Short-Term Investments 27,546,385 18,847,021 8,699,364
(at amortized cost)

LB Series Fund - LB Series Fund -
Mid Cap Growth Opportunity Growth
Pro-Forma Portfolio Portfolio
Combined
Shares or Pro-Forma Shares or Shares or
Principal Combined Principal Principal
Amount Collateral Held for Securities Loaned Value Amount Value Amount Value

129,465,493 State Street Navigator Securities Lending 129,465,493 61,292,183 61,292,183 68,173,310 68,173,310
Prime Portfolio 1.060% N/A
4,509 U.S. Treasury Note 3.625 3/31/2004 4,580 532 540 3,977 4,040
28,554 U.S. Treasury Note 1.625% 1/31/2005 28,866 3,369 3,406 25,185 25,460
2,856 U.S. Treasury Note 9.375 2/15/2006 3,401 337 401 2,519 3,000
752 U.S. Treasury Note 6.500 10/15/2006 848 89 100 663 748
64,412 U.S. Treasury Note 3.375 1/15/2007 82,668 7,600 9,754 56,812 72,914
580,855 U.S. Treasury Note 4.875 2/15/2012 626,294 68,537 73,898 512,318 552,396
4,959 U.S. Treasury Note 13.250 5/15/2014 7,465 585 881 4,374 6,584
8,416 U.S. Treasury Note 9.000 11/15/2018 12,236 993 1,444 7,423 10,792
6,673 U.S. Treasury Note 8.500 2/15/2020 9,540 0 0 6,673 9,540
2,390 U.S. Treasury Note 6.250 8/15/2023 2,783 0 0 2,390 2,783
1,263 U.S. Treasury Note 5.500 8/15/2028 1,342 0 0 1,263 1,342
1,263 U.S. Treasury Note 5.250 2/15/2029 1,299 0 0 1,263 1,299

Total Collateral Held for
Securities Loaned 130,246,815 61,382,607 68,864,208

Total Investments $878,293,886 542,130,965 336,162,921
(cost $748,971,034)

PART C - OTHER INFORMATION

Item 15. Indemnification.

Reference is hereby made to Section 4.01 of Registrant's First Amended and Restated Bylaws,
included as an exhibit to this Registration Statement, and incorporated by reference herein,
which mandates indemnification by Registrant of its directors, officers and certain others
under certain conditions. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling persons of
Registrant, pursuant to the foregoing provisions or otherwise, Registrant has been advised
that in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the payment by
Registrant of expenses incurred or paid by a director or officer or controlling person of
Registrant in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person of Registrant in connection with the securities
being registered, Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction the question
of whether or not such indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.

Registrant and its officers, employees, and agents are insured under the fidelity bond
required by Rule 17g-1 of the Investment Company Act of 1940.

Item 16. Exhibits.

(1)(a) Articles of Incorporation (a)

(1)(b) Amendment to Articles of Incorporation increasing authorized shares (b)

(2) Bylaws (c)

(3) Not applicable

(4) Form of Reorganization Agreement and Plan of Reorganization (b)

(5) See (1) above

(6)(a) Investment Advisory Agreement between Registrant and Thrivent Financial for Lutherans (d)

(6)(b) Amendment No. 1 effective February 11, 2004 to Investment Advisory Agreement *

(7) Not applicable

(8) Not applicable

(9)(a) Custodian Contract between the Registrant and State Street Bank and Trust Company (a)

(9)(b) Amendment to Custodian Contract dated February 1, 1989 (e)

(9)(c) Amendment to Custodian Contract dated January 11, 1990 (e)

(9)(d) Restated Amendment to Custodian Contract dated October 6, 2000 (f)

(10) Not applicable

(11) Opinion and consent of counsel as to the legality of the securities being registered (b)

(12) Form of Opinion of counsel as to tax matters and consequences to shareholders **

(13)(a) Letter Agreement for Line of Credit (g)

(13)(b) Administration Contract effective January 1, 2004 between Registrant and Thrivent Financial for Lutherans *

(13)(c) Letter Amendment dated January 30, 2004 to Administration Contract effective January 1, 2004 *

(13)(d) Accounting Services Agreement effective April 1, 2003 (c)

(13)(e) Amendment No. 1 effective February 1, 2004 to Accounting Services Agreement *

(13)(f) Participation Agreement among Registrant, Thrivent Financial for Lutherans and separate accounts of
Thrivent Financial for Lutherans effective December 15, 2003 *

(13)(g) Participation Agreement among Registrant, Thrivent Life Insurance Company and separate accounts of
Thrivent Life Insurance Company effective December 15, 2003 *

(14) Consent of Independent Accountants*

(15) Not applicable

(16) Powers of Attorney for F. Gregory Campbell, Herbert F. Eggerding, Jr., Noel K. Estenson, Richard L. Gady,
Jodi L. Harpstead, Connie M. Levi, Edward W. Smeds, Charles D. Gariboldi and Pamela J. Moret *

(17) Voting Instruction Form *

- -------------------
* Filed herewith
** To be filed by subsequent amendment
(a) Incorporated by reference from Post-effective Amendment No. 22 to the registration
statement of LB Series Fund, Inc., file no. 033-03677, filed April 27, 1998.
(b) Incorporated by reference from initial Form N-14 registration statement of LB Series
Fund, Inc., file no. 333-111912, filed January 14, 2004.
(c) Incorporated by reference from Post-effective Amendment No. 29 to the registration
statement of LB Series Fund, Inc., file no. 033-03677, filed November 14, 2003.
(d) Incorporated by reference from Post-effective Amendment No. 27 to the
registration statement of LB Series Fund, Inc., file no. 033-03677, filed April 30,
2002.
(e) Incorporated by reference from Post-effective Amendment No. 14 to the registration
statement of LB Series Fund, Inc., file no. 033-03677, filed November 1, 1995.
(f) Incorporated by reference from the Post-effective Amendment No. 25 to the
registration statement of LB Series Fund, Inc., file no. 033-03677, filed April 20,
2001.
(g) Incorporated by reference from Post-effective Amendment No. 24 to the
registration statement of LB Series Fund, Inc., file no. 33-3677, filed February 24,
2000.

Item 17. Undertakings.

(1) The undersigned Registrant agrees that prior to any public reoffering of the
securities registered through the use of a prospectus which is a part of this
Registration Statement by any person or party who is deemed to be an underwriter
within the meaning of Rule 145(c) of the Securities Act of 1933, the reoffering
prospectus will contain the information called for by the applicable registration
form for reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other items of the applicable form.

(2) The undersigned Registrant agrees that every prospectus that is filed under paragraph
(1) above will be filed as a part of an amendment to the Registration Statement and
will not be used until the amendment is effective, and that, in determining any
liability under the 1933 Act, each post-effective amendment shall be deemed to be a
new registration statement for the securities offered therein, and the offering of
the securities at that time shall be deemed to be the initial bona fide offering of
them.

(3) The undersigned Registrant hereby undertakes to file, by subsequent amendment to this
Registration Statement on Form N-14, an opinion of tax counsel supporting the tax
consequences of the Reorganizations within a reasonable time after receipt of such
opinion.

SIGNATURES

As required by the Securities Act of 1933, this Registration Statement has been signed on
behalf of the Registrant, in the city of Minneapolis, and the State of Minnesota on the 26th
day of February, 2004.

LB SERIES FUND, INC.

By: /s/ Marlene J. Nogle
---------------------------------------------
Marlene J. Nogle, Assistant Secretary

As required by the Securities Act of 1933, this Registration Statement has been signed by
the following persons in the capacities and on the date indicated.

Signature Title

* President
- ---------------------------------
Pamela J. Moret

* Treasurer and Principal Accounting Officer
- ---------------------------------
Charles D. Gariboldi

* Director
- ---------------------------------
F. Gregory Campbell

* Director
- ---------------------------------
Herbert F. Eggerding, Jr.

* Director
- ---------------------------------
Noel K. Estenson

* Director
- ---------------------------------
Richard L. Gady

* Director
- ---------------------------------
Jodi L. Harpstead

* Director
- ---------------------------------
Connie M. Levi

* Director
- ---------------------------------
Edward W. Smeds

*Marlene J. Nogle, by signing her name hereto, does hereby sign this document on behalf of
each of the above-named directors and officers of LB Series Fund, Inc. pursuant to a power
of attorney duly executed by such persons.

Dated: February 26, 2004 *By: /s/ Marlene J. Nogle
------------------------------------------
Attorney-in-Fact

Exhibit Index

EX-99.6.b Amendment No. 1 to Investment Advisory Agreement

EX-99.13.b Administration Contract

EX-99.13.c Letter Amendment to Administration Contract

EX-99.13.e Amendment No. 1 to Accounting Services Agreement

EX-99.13.f Participation Agreement with Thrivent Financial for Lutherans

EX-99.13.g Participation Agreement with Thrivent Life Insurance Company

EX-99.14 Consent of Independent Accountants

EX-99.16 Powers of Attorney

EX-99.17 Voting Instruction Form

EX-99.6 3 a44429.htm AMEND #1 INV ADV AGMT Amendment to Investment Advisory Agreement

AMENDMENT NO. 1
TO INVESTMENT ADVISORY AGREEMENT

(LB Series Fund, Inc.)

Thrivent Financial for Lutherans and LB Series Fund, Inc. hereby agree that, effective February 11, 2004, the following new series shall be deemed Portfolios under terms of the Investment Advisory Agreement dated April 10, 2002, between Thrivent Financial for Lutherans and LB Series Fund, Inc.:

Thrivent Technology Portfolio
Thrivent Partner Small Cap Value Portfolio
Thrivent Small Cap Stock Portfolio
Thrivent Small Cap Index Portfolio
Thrivent Mid Cap Stock Portfolio
Thrivent Mid Cap Index Portfolio
Thrivent Large Cap Stock Portfolio
Thrivent Large Cap Index Portfolio
Thrivent Real Estate Securities Portfolio
Thrivent Balanced Portfolio
Thrivent Partner High Yield Portfolio
Thrivent Bond Index Portfolio
Thrivent Mortgage Securities Portfolio

A revised Schedule I is attached hereto.

LB SERIES FUND, INC.

By /s/ Pamela J. Moret
   -------------------------------
   Pamela J. Moret, President

THRIVENT FINANCIAL FOR LUTHERANS

By /s/ Bruce J. Nicholson
   -------------------------------
   Bruce J. Nicholson, President
   and Chief Executive Officer

SCHEDULE I
(effective February 11, 2004)

Thrivent Partner International Stock Portfolio
0.85%

Thrivent Large Cap Growth Portfolio
0.40%

Opportunity Growth Portfolio
0.40%

Thrivent High Yield Portfolio
0.40%

Thrivent Income Portfolio
0.40%

Thrivent Mid Cap Growth Portfolio
0.40%

Thrivent Money Market Portfolio
0.40%

Thrivent Partner Small Cap Growth Portfolio
$0-$500 million 1.00%
More than $500 million .90%

Thrivent Partner Mid Cap Growth Portfolio
$0-$500 million .90%
More than $500 million .80%

Thrivent Partner All Cap Portfolio
$0-$500 million .95%
More than $500 million .90%

Thrivent Partner Investors Growth Portfolio
$0-$500 million .80%
More than $500 million .70%

Thrivent Partner Growth Stock Portfolio
$0-$500 million .80%
More than $500 million .70%

Thrivent Large Cap Value Portfolio
.60%

Thrivent Limited Maturity Bond Portfolio
.40%

Thrivent Technology Portfolio
.75%

Thrivent Partner Small Cap Value Portfolio
.80%

Thrivent Small Cap Stock Portfolio
$0-$200 million .70%
More than $200 million but not over $1 billion .65%
More than $1 billion but not over $2.5 billion .60%
More than $2.5 billion but not over $5 billion .55%
More than $5 billion .525%

Thrivent Small Cap Index Portfolio
$0-$500 million .35%
More than $500 million .30%

Thrivent Mid Cap Stock Portfolio
$0-$200 million .70%
More than $200 million but not over $1 billion .65%
More than $1 billion but not over $2.5 billion .60%
More than $2.5 billion but not over $5 billion .55%
More than $5 billion .525%

Thrivent Mid Cap Index Portfolio
$0-$250 million .35%
More than $250 million .30%

Thrivent Large Cap Stock Portfolio
$0-$500 million .65%
More than $500 million but not over $1 billion .575%
More than $1 billion but not over $2.5 billion .475%
More than $2.5 billion but not over $5 billion .45%
More than $5 billion .425%

Thrivent Large Company Index Portfolio
$0-$250 million .35%
More than $250 million .30%

Thrivent Real Estate Securities Portfolio
.80%

Thrivent Balanced Portfolio
$0-$250 million .35%
More than $250 million .30%

Thrivent Partner High Yield Bond Portfolio
.40%

Thrivent Bond Index Portfolio
$0-$250 million .35%
More than $250 million .30%

Thrivent Mortgage Securities Portfolio
.50%

EX-99.13 4 a43257.htm ADMIN CONTRACT Administration Contract

                                              ADMINISTRATION CONTRACT
                                             THE LB SERIES FUND, INC.

         This  Agreement is made as of this 1st day of January, 2004,  between Thrivent Financial for Lutherans, a
fraternal  benefit  society  organized  under the  laws of the  State of  Wisconsin  ("Thrivent"),  as provider of
administrative management and services, and the LB Series Fund, Inc., a Minnesota corporation (the "Corporation").

         WHEREAS,  the  Corporation  engages in  business as an open-end  management  investment  company and is so
registered under the Investment Company Act of 1940, as amended ("1940 Act"); and

         WHEREAS,  the  Corporation  is authorized to issue shares of beneficial  interest in separate  series with
each such series representing interests in a separate portfolio of securities and other assets; and

         WHEREAS,  the Corporation  presently  offers shares in fourteen (14) series,  Small Cap Growth  Portfolio,
Opportunity Growth Portfolio,  Mid Cap Select Growth Portfolio,  Mid Cap Growth Portfolio,  World Growth Portfolio,
All Cap Portfolio,  Growth Portfolio,  Investors Growth Portfolio,  Growth Stock Portfolio,  Value Portfolio,  High
Yield  Portfolio,  Income  Portfolio,  Limited  Maturity Bond Portfolio and Money Market  Portfolio,  such fourteen
series (the "Initial  Funds"),  together with all other series  subsequently  established by the  Corporation  with
respect to which Thrivent services pursuant to the terms of this Agreement,  being herein collectively  referred to
as the "Funds" and individually as a "Fund"; and

         WHEREAS,  Thrivent is an investment  adviser of mutual funds,  and has the  experience  and  competence to
provide administrative management and service to each of the Funds; and

         WHEREAS, the Corporation desires to retain Thrivent to furnish  administrative  management and services to
each of the Funds and Thrivent is willing to furnish such administrative management and services;

         NOW,  THEREFORE,  in consideration of the premises and mutual  covenants  herein  contained,  it is agreed
between the parties hereto as follows:

         1.   Appointment and Acceptance.  The Corporation  appoints Thrivent as administrative  manager of each of
the Initial Funds,  and Thrivent  accepts such  appointment  and agrees to render the services hereby set forth for
the compensation herein provided.

         In the event that the  Corporation  establishes  one or more series of shares other than the Initial Funds
with respect to which it desires to retain Thrivent to render  administrative  services hereunder,  it shall notify
Thrivent in writing  (the  "Notice").  If Thrivent is willing to render  such  services on the terms  provided  for
herein,  it shall execute and deliver the Notice to the Trust  whereupon  such series of shares shall become a Fund
hereunder and said Notice shall be attached to this Agreement and when attached shall be a part hereof.

         2.   Duties of  Administrative  Manager.  Thrivent  will provide or procure  administrative  services from
one or more of its  subsidiaries  or other vendors as appropriate for the Corporation and each of the Funds and, in
so doing,  will act in conformity with the Articles of  Incorporation  and Bylaws of the  Corporation,  the current
registration  statement of the Trust, the  requirements of the 1940 Act and all other applicable  federal and state
laws and regulations.

         3.   Administrative  Services.  The  term  "administrative  services"  means  all  services  necessary  to
conduct the business  operations of the Corporation and each of the Funds,  except those certain  services that are
provided to the Trust and each of the Funds pursuant to the following contracts:

                                        Investment Advisory Contract
                                        Custodian Contract
                                        NAV Accounting Agreement

         Administrative Services include, but are not necessarily limited to, the following:


(a) Preparation  and filing of all  material  required by the  Securities  and Exchange  Commission  and state
             regulatory authorities such as registration  statements,  proxy materials,  audited and unaudited
             financial statements, Forms N-SAR 24f-2 filings, and other similar documents;

(b) Preparation and filing of federal and state tax returns;

(c) Internal auditing services;

(d) In-house legal services and regulatory compliance services;

(e) Oversight of transfer agent function;

(f) Maintenance and retention of all Corporate charter  documents and the filing of all documents  required to
    maintain the Corporation's status as a Minnesota Corporation;

(g) Arrangement  of,  and  preparation  and  dissemination  of all  materials  for,  meetings  of the
    Corporation's  Board of  Directors  and  committees  thereof,  preparation  and  retention of all
    minutes and other records  thereof,  and  preparation  of other reports as requested by the Board
    of directors;

(h) Coordination  and  handling of  accounting,  legal and  regulatory  audits and  examinations  and
    preparation  or  management  of the  preparation  of  responses  to all  inquires  by  regulatory
    agencies,  the  press  and  the  general  public  concerning  the  business  and  affairs  of the
    Corporation and the Funds,  including handling and resolution of any  investigations,  actions or
    proceedings  initiated  against the  Corporation  by any  regulatory  authority  and responses to
    subpoenas and tax levies;

(i) Calculation of dividends and capital gains distributions for each Fund;

(j) Preparation of each Fund's performance calculations and responding to surveys conducted by
    third parties (e.g., Lipper, Morningstar, etc.) and reporting of each Fund's performance and
    other portfolio information in response thereto;

(k) Administration of the Corporation's Code of Ethics;

(l) Administration   of  operating   policies  of  the   Corporation  and   recommendations   to  the
    Corporation's  officers and Board of Directors of  modifications  to such  policies to facilitate
    the protection of  shareholders  or the market  competitiveness  of the Corporation and each Fund
    and, to the extent necessary, to comply with new legal or regulatory requirements;

(m) Monitoring or arranging for the monitoring of legal,  tax,  regulatory and industry  developments
    related to the business  affairs of the Corporation and  communicating  such  developments to the
    Corporation's  officers  and Board of  Directors  as they may  reasonably  request or as Thrivent
    believes appropriate; and

(n) Filing of claims, monitoring of class actions involving portfolio securities, and handling
    administrative matters in connection with the litigation or settlement of such claims with
    respect to any Fund.

         4.   Price.  For receiving Administrative Services under this Agreement,
whether such services are provided by Thrivent or other vendors,  the Corporation  will pay Thrivent a fee equal to
0.03  percent  (0.03%) of each Fund's  average  annual  daily net assets.  The fee of each Fund shall be accrued at
the rate of 1/365th of the annual rate  applied to the daily net assets of such Fund  computed as  described in the
Prospectus  for each Fund,  and in the case of days when the net asset value of a Fund is not  computed,  as of the
last preceding day on which the net asset value for that Fund was computed.

         The fee so accrued  during each calendar month shall be paid to Thrivent  monthly in arrears.  In no event
will the charges for  administrative  services for any Fund during a fiscal year exceed 0.03 percent (0.03%) of the
Fund's total net assets at the end of the fiscal year.  The cost of any  administrative  expenses in excess of 0.03
percent (0.03%) of any the Fund's net assets at the end of any fiscal year will be borne by Thrivent.

         5.   Books and  Records.  Thrivent  agrees to provide  reports and records  reasonably  necessary  for the
Board of Directors of the  Corporation to determine the accuracy of any item of expense  charged to the Corporation
by  Thrivent  pursuant  to this  agreement.  Thrivent  agrees  (a) that all  records  which  it  maintains  for the
Corporation are the property of the  Corporation  and shall surrender  promptly to the Corporation any such records
upon written request, and (b) to properly retain all records required to be maintained.

         6.   Services  Not  Exclusive.  The  services  furnished  by  Thrivent  hereunder  are  not  to be  deemed
exclusive to the Corporation and Thrivent shall be free to furnish similar and other services to others.

         7.   Audit,  Inspection and Visitation.  Thrivent shall make available  during regular  business hours all
records and other data created and  maintained  pursuant to the  provisions of this  Agreement  for the  reasonable
audit and inspection by the Corporation,  any person retained by the Corporation,  or any regulatory  agency having
authority over the Corporation.

         8.   Limitation of Liability of Thrivent and  Verification  of  Information.  Thrivent shall not be liable
for any error of judgment  or mistake of law for any loss  suffered by the  Corporation  or any Fund in  connection
with the matters to which this Agreement  relates  except a loss resulting from  negligence on its part or the part
of any subsidiary in the performance of service under this Agreement.

         9.   Duration and Termination.

              (a) This Agreement shall become  effective on the date hereof,  provided that it has been approved on
                  behalf of the Funds by a majority of the  Directors  of the  Corporation  including a majority of
                  the Corporation's disinterested Directors.

              (b) This  Agreement  shall  continue  in effect  for one year from the above  effective  date  unless
                  sooner  terminated as provided herein.  Thereafter,  this Agreement shall continue for successive
                  periods of twelve months each,  provided that such  continuance  is approved at least annually by
                  a  majority  of the  Directors  of the  Corporation  including  a majority  of the  Corporation's
                  disinterested Directors.

              (c) This Agreement may be terminated on behalf of the  Corporation  or any Fund at any time,  without
                  the payment of any penalty,  by vote of a majority of the  Corporation's  Directors or by vote of
                  a majority of the outstanding  voting  securities of the terminating  Fund on sixty days' written
                  notice to Thrivent.  Thrivent may terminate  this  Agreement  without the payment of any penalty,
                  on sixty days' written  notice to the  Corporation or any  particular  Fund.  Termination of this
                  Agreement with respect to a particular Fund shall not affect this Agreement's  continuation  with
                  respect to any non-terminating Fund or the Corporation.

         10.  Amendment of This  Agreement.  No provision of this Agreement may be changed,  waived,  discharged or
terminated  orally,  but only by an instrument in writing  signed by the party  against  which  enforcement  of the
change,  waiver,  discharge or termination is sought,  and no amendment of this Agreement  shall be effective until
approved  by  a  majority  of  the  Directors  of  the  Corporation  including  a  majority  of  the  Corporation's
disinterested Directors, or by a vote of a majority of the outstanding voting securities of the Corporation.

         11.  Use of the  Names.  The  Corporation  shall not use the names of  Thrivent  in any  material  without
prior  approval  by  Thrivent.  Thrivent  hereby  consents to the use of its name which  merely  refers in accurate
terms to its  appointment  hereunder  or which is required  by the  Securities  and  Exchange  Commission  or other
regulatory authorities.

         12.  Relations  With  Corporation.  Subject to and in accordance  with the Articles of  Incorporation  and
By-Laws of the Corporation it is understood that Directors,  officers,  agents and  shareholders of the Corporation
are or may be interested in Thrivent as directors,  officers, or otherwise,  that directors,  officers,  agents and
members of Thrivent (or any  successors)  are or may be  interested  in the  Corporation  as  Directors,  officers,
shareholders or otherwise,  that Thrivent (or any successor  thereof) is or may be interested in the Corporation as
a shareholder or otherwise and that the effect of any such adverse interests shall be governed by said Agreement.

         13.  Limitation of Liability.  It is expressly  agreed that the obligations of the  Corporation  hereunder
shall not be binding  upon any of the  Directors,  shareholders,  nominees,  officers,  agents or  employees of the
Corporation  personally,  but shall bind only the property of the  Corporation.  The execution and delivery of this
Agreement have been authorized by the Directors and signed by an authorized  officer of the Corporation,  acting as
such,  and neither such  authorization  by such  Directors nor such execution and delivery by such officer shall be
deemed to have been made by any of them  personally,  but shall  bind only the  property  of the  Corporation.  The
obligations  of any Fund  hereunder  shall be the  exclusive  obligation of that Fund and Thrivent can only look to
the assets of that Fund to satisfy any debt or obligation incurred by that Fund hereunder.

         14.  Miscellaneous.  The captions 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.  If
any provision of this  Agreement  shall be held or made invalid by a court  decision,  statute,  rule or otherwise,
the remainder of this Agreement shall not be affected thereby.

         15.  Choice  of Law.  This  agreement  shall be  construed  in  accordance  with the laws of the  State of
Minnesota and any applicable federal law.

         IN WITNESS  WHEREOF,  the  parties  hereto have caused  this  agreement  to be executed by their  officers
designated below as of the day and year first above written.


LB SERIES FUND, INC.                                 THRIVENT FINANCIAL
                                                     FOR LUTHERANS



By: /s/ Pamela J. Moret                              By: /s/ Bruce J. Nicholson
    -------------------------------                      -------------------------------
    Pamela J. Moret                                      Bruce J. Nicholson, President
    President                                            and Chief Executive Officer

EX-99.13 5 a44674.htm LETTER AMEND ADMIN CONTRACT Letter Amendment for Administration Contract

LB SERIES FUND, INC.
625 Fourth Avenue South
Minneapolis, Minnesota 55415

January 30, 2004

Bruce J. Nicholson, President and Chief Executive
Thrivent Financial for Lutherans
625 Fourth Avenue South
Minneapolis, Minnesota 55415

Dear Mr. Nicholson:

This letter is to confirm to you that LB Series Fund, Inc. (the "Fund") has created thirteen new series of shares to be known as Thrivent Partner Technology Stock Portfolio, Thrivent Partner Small Cap Value Portfolio, Thrivent Small Cap Stock Portfolio, Thrivent Small Cap Index Portfolio, Thrivent Mid Cap Stock Portfolio, Thrivent Mid Cap Index Portfolio, Thrivent Capital Growth Portfolio, Thrivent Large Company Index Portfolio, Thrivent Real Estate Securities Portfolio, Thrivent Balanced Portfolio, Thrivent Partner High Yield Bond Portfolio, Thrivent Bond Index Portfolio, and Thrivent Mortgage Securities Portfolio, and that pursuant to Section 1 of the Administration Contract dated January 1, 2004, between the Fund and Thrivent Financial for Lutherans (the "Agreement"), the Fund desires to retain you to provide administrative management and services under the Agreement to each of the above-referenced Portfolios as a "Portfolio" covered by the Agreement for an annual fee equal to 0.03 percent (0.03%) of each Portfolio's average daily net assets and under such other terms as provided for in the Agreement.

Please indicate your acceptance of this responsibility in accordance with the terms of the Agreement by signing this letter as indicated below.

LB SERIES FUND, INC.

By: /s/ Pamela J. Moret
______________________________
Pamela J. Moret, President

ACCEPTED AND AGREED TO:

THRIVENT FINANCIAL FOR LUTHERANS

By: /s/ Bruce J. Nicholson
______________________________
Bruce J. Nicholson, President and Chief Executive

EX-99.13 6 a43972.htm AMEND #1 ACCTG SVCS AGMT Amendment No. 1

AMENDMENT NO. 1
TO ACCOUNTING SERVICES AGREEMENT

Thrivent Financial for Lutherans and LB Series Fund, Inc. hereby agree that, effective February 1, 2004, the following new series shall be deemed Portfolios under terms of the Accounting Services Agreement dated April 1, 2003, between Thrivent Financial for Lutherans and LB Series Fund, Inc.:

Thrivent Technology Portfolio
Thrivent Partner Small Cap Value Portfolio
Thrivent Small Cap Stock Portfolio
Thrivent Small Cap Index Portfolio
Thrivent Mid Cap Stock Portfolio
Thrivent Mid Cap Index Portfolio
Thrivent Large Cap Stock Portfolio
Thrivent Large Cap Index Portfolio
Thrivent Real Estate Securities Portfolio
Thrivent Balanced Portfolio
Thrivent Partner High Yield Portfolio
Thrivent Bond Index Portfolio
Thrivent Mortgage Securities Portfolio

A revised Schedule B is attached hereto.

LB SERIES FUND, INC.

By /s/ Pamela J. Moret
___________________________
Pamela J. Moret, President

THRIVENT FINANCIAL FOR LUTHERANS

By /s/ Bruce J. Nicholson
______________________________
Bruce J. Nicholson, President
and Chief Executive Officer

SCHEDULE B


Portfolio                                                                Fee
- ---------                                                                ---
Opportunity Growth Portfolio                                          $  31,000
Small Cap Growth Portfolio                                            $  14,000
Mid Cap Select Growth Portfolio                                       $  14,000
Mid Cap Growth Portfolio                                              $  45,000
World Growth Portfolio                                                $  43,000
All Cap Portfolio                                                     $  19,000
Growth Portfolio                                                      $ 195,000
Investors Growth Portfolio                                            $  18,000
Growth Stock Portfolio                                                $  16,000
Value Portfolio                                                       $  25,000
Thrivent Partner High Yield Portfolio                                 $  88,000
Income Portfolio                                                      $ 103,000
Limited Maturity Bond Portfolio                                       $  28,000
Money Market Portfolio                                                $  39,000
Thrivent Technology Portfolio                                         $  14,000
Thrivent Partner Small Cap Value Portfolio                            $  13,000
Thrivent Small Cap Stock Portfolio                                    $  22,000
Thrivent Small Cap Index Portfolio                                    $  38,000
Thrivent Mid Cap Stock Portfolio                                      $  16,000
Thrivent Mid Cap Index Portfolio                                      $  19,000
Thrivent Large Cap Stock Portfolio                                    $  27,000
Thrivent Large Company Index Portfolio                                $  64,000
Thrivent Real Estate Securities Portfolio                             $  14,000
Thrivent Balanced Portfolio                                           $  65,000
High Yield Bond Portfolio                                             $  27,000
Thrivent Bond Index Portfolio                                         $  31,000
Thrivent Mortgage Securities Portfolio                                $  14,000

EX-99.13 7 a43944.htm PARTICIPATION AGMT THRIVENT FINANCIAL Participation Agreement


                                                      PARTICIPATION AGREEMENT

                                                            BY AND AMONG

                                                  THRIVENT FINANCIAL FOR LUTHERANS

                                                                AND

                                                       LB SERIES FUND, INC.,
                                                      DATED DECEMBER 15, 2003



                                                         TABLE OF CONTENTS
                                                                                                                    Page
                                                                                                                    ----

  1.   Sale of FUND Shares........................................................................................    2


  2.   Representations and Warranties.............................................................................    4


  3.   Prospectus and Proxy Statements Voting.....................................................................    5


  4.   Sales Materials and Information............................................................................    5


  5.   Fees and Expenses..........................................................................................    6


  6.   Diversification............................................................................................    6


  7.   Monitoring for Material Irreconcilable Conflicts...........................................................    7


  8.   Indemnification............................................................................................    9


  9.   Term and Termination Of This Agreement.....................................................................    13


10.   Notices.....................................................................................................    15


11.   Miscellaneous...............................................................................................    16


                                                      PARTICIPATION AGREEMENT


This  PARTICIPATION  AGREEMENT, is made and entered into as of this 15th day of December,  2003, by and among THRIVENT FINANCIAL FOR
LUTHERANS  ("Thrivent  Financial"),  on its own behalf and on behalf of each separate account of THRIVENT FINANCIAL named in Exhibit
A to this Agreement (the "ACCOUNTS"), and LB SERIES FUND, INC. (the "FUND"), (collectively the "Parties").

WITNESSETH:

WHEREAS,  THRIVENT  FINANCIAL is a fraternal  benefit  society  organized  under the laws of the State of  Wisconsin  engaged in the
writing of life insurance, annuity contracts, and other insurance products, and serves as sponsor and depositor of the ACCOUNTS ;

WHEREAS,  the ACCOUNTS are legally segregated asset accounts of THRIVENT  FINANCIAL,  established  pursuant to the laws of the State
of Wisconsin,  with several  subaccounts (the  "Subaccounts"),  for the purpose of funding certain variable universal life insurance
contracts and variable annuity contracts (collectively the "Contracts");

WHEREAS,  the FUND, is registered with the Securities and Exchange  Commission  (the "SEC"),  as an open-end  management  investment
company under the Investment  Company Act of 1940 (the "1940 Act"),  and its shares are registered with the SEC under the Securities
Act of 1933 (the "1933 Act");

WHEREAS,  the FUND is a series company,  meaning its Board of Directors may designate various series  ("Portfolios")  into which the
FUND's  authorized  shares are to be divided from time to time,  with each such  Portfolio  consisting  of a specific  number of the
FUND's  authorized  shares,  representing  an interest in a separate  portfolio of securities  and other assets,  and having its own
investment objectives, policies and restrictions;

WHEREAS,  to the extent  permitted by  applicable  insurance,  tax and other laws and  regulations,  THRIVENT  FINANCIAL  intends to
purchase  shares in the FUND on behalf of the  ACCOUNTS to fund the  Contracts  or on its own behalf for related  purposes,  and the
FUND is authorized to sell such shares to the ACCOUNTS and to THRIVENT FINANCIAL at net asset value;

NOW, THEREFORE,  in consideration of the covenants and mutual promises contained herein, and other good and valuable  consideration,
the receipt and legal sufficiency of which are hereby  acknowledged,  and intending to be legally bound hereby, the Parties agree as
follows:

1.  Sale of FUND Shares

    A.     The Contracts  funded through the ACCOUNTS will provide for the allocation of net amounts among certain  Subaccounts  for
           investment  in such shares of the  Portfolios  as may be offered from time to time in the  prospectus of the ACCOUNTS for
           the Contracts.  The selection of the particular  Subaccount is to be made by the Contract  owner,  and such selection may
           be changed in accordance with the terms of the Contracts.

    B.     The FUND will sell to THRIVENT  FINANCIAL those shares of each available  Portfolio that THRIVENT  FINANCIAL orders based
           on  transactions  under  Contracts,  effecting such orders on a daily basis at the  Portfolio's net asset value per share
           next computed as provided in the FUND prospectus.

    C.     The Board of Directors of the FUND (the  "Board") may refuse to sell shares of any  Portfolio to THRIVENT  FINANCIAL,  or
           suspend or  terminate  the  offering of shares of any  Portfolio,  if such  action is  required  by law or by  regulatory
           authorities  having  jurisdiction or is, in the sole discretion of the Board,  acting in good faith and in light of their
           fiduciary duties under federal and any applicable state laws,  necessary in the best interests of the shareholders of the
           FUND.

    D.     The FUND  agrees  that its  shares  will be sold only to:  (a)  THRIVENT  FINANCIAL,  on its own  behalf and on behalf of
           separate  accounts that it establishes  from time to time and maintains to fund variable  annuity  contracts and variable
           life insurance  contracts of THRIVENT  FINANCIAL,  including the ACCOUNTS;  (b) other life insurance  companies,  whether
           affiliated or unaffiliated  with THRIVENT  FINANCIAL,  on behalf of separate  accounts funding variable annuity contracts
           and variable life insurance contracts of such other insurance  companies;  and (c) qualified pension or retirement plans,
           whether for the benefit of employees  of THRIVENT  FINANCIAL  and/or its  affiliates  or for the benefit of  unaffiliated
           entities  ("Qualified  Plans").  THRIVENT FINANCIAL  separate accounts  (including the ACCOUNTS) and separate accounts of
           other life  insurance  companies  eligible to purchase  shares of the FUND are referred to in this Agreement as "Separate
           Accounts." No shares of any Portfolio  will be sold to the general  public or to any life  insurance  company (on its own
           behalf, as opposed to a Separate Account maintained by such other insurance company) other than THRIVENT FINANCIAL.

    E.     The FUND will redeem for cash from THRIVENT  FINANCIAL  those full or fractional  shares of each  Portfolio that THRIVENT
           FINANCIAL  requests based on transactions  under  Contracts,  effecting such requests on a daily basis at the Portfolio's
           net asset value per share next computed as provided in the FUND prospectus.

    F.     Issuance and transfer of the FUND's  shares will be by book entry only.  Stock  Contracts  will not be issued to THRIVENT
           FINANCIAL. Shares ordered from the FUND will be recorded in an appropriate title for THRIVENT FINANCIAL.

    G.     The FUND shall  furnish  notice  promptly to THRIVENT  FINANCIAL of any income,  dividends or capital gain  distributions
           payable on the shares of any  Portfolio.  THRIVENT  FINANCIAL  hereby  elects to receive all such income,  dividends  and
           capital gain  distributions  as are payable on FUND shares in additional  shares of that  Portfolio.  THRIVENT  FINANCIAL
           reserves the right to revoke this election and to receive all such income,  dividends and capital gain  distributions  in
           cash.  The FUND shall notify  THRIVENT  FINANCIAL of the number of shares so issued as payment of such income,  dividends
           and distributions.

    H.     The FUND shall make the net asset value per share for each  Portfolio  available to THRIVENT  FINANCIAL on a daily basis,
           as soon as reasonably practical after the net asset value per share is calculated.

    I.     The FUND may establish additional Portfolios to provide additional funding media for the Contracts,  or delete,  combine,
           or modify existing Portfolios.  The shares of any additional Portfolio may be made available to the ACCOUNTS by the FUND,
           pursuant to the terms of this  Agreement,  and any applicable  reference to any Portfolio,  the FUND or its shares herein
           shall include a reference to any such Portfolio.

2.  Representations and Warranties

    A.     THRIVENT  FINANCIAL  represents and warrants that interests in the ACCOUNTS under the Contracts are or will be registered
           under the 1933 Act to the extent  required by the 1933 Act, that the  Contracts  will be issued and sold in compliance in
           all material  respects with all  applicable  federal and state laws and that the sale of the Contracts will comply in all
           material respects with state insurance and federal  securities law suitability  requirements.  THRIVENT FINANCIAL further
           represents and warrants that it is a fraternal  benefit  society  organized  under the laws of the State of Wisconsin and
           engaged in the writing of life  insurance,  annuity  contracts,  and other  insurance  products;  that it has legally and
           validly  established its ACCOUNTS as segregated asset accounts under Wisconsin  insurance law; and that it has registered
           or will register the ACCOUNTS as unit  investment  trusts in accordance  with the  provisions of the 1940 Act to serve as
           segregated investment accounts for the Contracts, to the extent required by the 1940 Act.

    B.     THRIVENT FINANCIAL  represents and warrants that any interests in the ACCOUNTS being offered for sale under the Contracts
           are or will be registered  under the 1933 Act to the extent  required by the 1933 Act, that the Contracts  will be issued
           and sold in compliance  in all material  respects with all  applicable  federal and state laws,  and that the sale of the
           Contracts will comply in all material  respects with state  insurance  law, and federal  securities  laws,  including the
           rules of the National Association of Securities Dealers, Inc. ("NASD").

    C.     The FUND  represents  and warrants  that its shares sold pursuant to this  Agreement are or will be registered  under the
           1933 Act to the extent  required by the 1933 Act, duly  authorized  for issuance and sold in compliance  with the laws of
           the state of Maryland and all applicable  federal  securities  laws and that the FUND is or will be registered  under the
           1940 Act to the extent required by the 1940 Act. The FUND will amend the registration  statement for its shares under the
           1933 Act,  as well as its  registration  statement  under the 1940 Act,  as  required  in order to effect the  continuous
           offering of its shares.  The FUND will register or qualify the shares for sale in accordance with the laws of the various
           states only if and to the extent deemed advisable by the FUND.

    D.     THRIVENT  FINANCIAL  represents and warrants that its Contracts are currently  treated as annuity contracts and universal
           life  insurance  contracts  under  applicable  provisions of the Code and that it will make every effort to maintain such
           treatment.

    E.     The FUND  represents  and warrants  that each of its  Portfolios  will qualify as a regulated  investment  company  under
           Subchapter  M of the Code and that  the  investments  of each of its  Portfolios  will  comply  with the  diversification
           requirements of Section 817(h) of the Code and the  regulations  thereunder,  and that it will notify THRIVENT  FINANCIAL
           immediately  upon  having a  reasonable  basis for  believing  that it has  ceased to so  qualify or that it might not so
           qualify in the future.

3.  Prospectus and Proxy Statements: Voting

    A.     The FUND will  provide  such  documentation  (including  a final  copy of any new  prospectus,  statement  of  additional
           information  ("SAI") or supplement) and other  assistance as is reasonably  necessary in order for THRIVENT  FINANCIAL or
           its designee to timely distribute the current FUND prospectus, SAI and any supplement thereto.

    B.     The FUND will provide such  documentation  (including a final copy of any proxy  material,  report to  shareholders,  and
           other  communication  to  shareholders)  and other  assistance as is reasonably  necessary for THRIVENT  FINANCIAL or its
           designee to timely  distribute the proxy material,  report to shareholders,  and other  communication  (such printing and
           distribution to be the FUND's expense, as provided in Section 5.1).

    C.     To the extent required by law, THRIVENT FINANCIAL shall:

           1.   solicit voting instructions from Contract owners;

           2.   vote Portfolio shares in accordance with instructions received from Contract owners;

           3.   vote Portfolio  shares for which no instructions  have been received,  as well as Portfolio  shares  attributable to
                THRIVENT  FINANCIAL  other  than under  Contracts,  in the same  proportion  as shares of such  Portfolio  for which
                instructions  have been  received,  so long as and to the extent that the SEC continues to interpret the 1940 Act to
                require  pass-through voting privileges.  THRIVENT FINANCIAL reserves the right to vote Portfolio shares held in any
                segregated asset accounts or in general accounts in its own right, to the extent permitted by law.

    D.     The FUND reserves the right to take all actions,  including but not limited to the dissolution,  merger,  and sale of all
           assets of the FUND solely upon the authorization of its Board and/or shareholders as required by the 1940 Act.

4.  Sales Material and Information

    A.     THRIVENT  FINANCIAL  and the FUND will  cause to be  furnished  to each other  each  piece of sales  literature  or other
           promotional material in which the FUND or THRIVENT FINANCIAL is named, at least three (3) days prior to its intended use.

    B.     Neither THRIVENT FINANCIAL nor the FUND will give any information or make any representation or statement,  or cause such
           information  to be given or  representation  to be  made,  on  behalf  of the  PARTIES  other  than  the  information  or
           representations  contained in the  registration  statements,  prospectuses,  and SAIs for FUND and the Accounts,  as such
           registration statements,  prospectuses, and SAIs may be amended or supplemented from time to time, or in reports or proxy
           materials for the FUND or ACCOUNTS,  or in sales  literature or other  promotional  material  approved by the FUND or its
           designee, except with the permission of the FUND or its designee.

5.  Fees and Expenses

    A.     The FUND will pay all expenses  incident to the FUND's  performance  under this Agreement.  In addition to the investment
           advisory  fee, each  Portfolio  will bear all of its operating  expenses  that are not  specifically  assumed by THRIVENT
           FINANCIAL,  including the following:  (i) interest and taxes (ii) brokerage commissions;  (iii) insurance premiums;  (iv)
           compensation  and expenses for those Directors who are not  "interested"  persons under Section  2(a)(19) of the Act; (v)
           independent legal and audit expenses;  (vi) fees and expenses of the FUND's custodian,  shareholder servicing or transfer
           agent and  accounting  services  agent;  (vii)  expenses  incident  to the  issuance of its shares,  or  reinvestment  of
           dividends;  (viii) fees and expenses  incident to the registration  under Federal or state securities laws of the FUND or
           its shares; (ix) FUND or portfolio organizational expenses; (x) FUND expenses of preparing,  printing and mailing reports
           and notices,  proxy material and prospectuses to shareholders of the FUND; (xi) all other expenses  incidental to holding
           meetings of the FUND's  shareholders;  (xii) dues or assessments of or contributions to the Investment  Company Institute
           or any successor or other industry  association;  (xiii) such non-recurring  expenses as may arise,  including litigation
           affecting  the FUND and the legal  obligations  which the FUND may have to  indemnify  its officers  and  Directors  with
           respect thereto; and (xiv) cost of daily valuation of each of the Portfolio's securities and net asset value per share.

    B.     THRIVENT FINANCIAL will pay all expenses incident to THRIVENT FINANCIAL's  performance under this Agreement. In addition,
           THRIVENT  FINANCIAL will bear the expenses of printing and  distributing to its Contract owners the FUND proxy materials,
           proxy  cards  and  voting  instruction  forms  (collectively  "proxy  information"),  tabulating  the  results  of  proxy
           solicitations  to its  Contract  owners,  printing and  distributing  to its Contract  owners the FUND  prospectus,  SAI,
           supplement, proxy material, report to shareholders,  and other communication to shareholders, and any expenses associated
           with administration of its Contracts.

6.  Diversification

    A.     The FUND will make  every  effort to be  invested  in such a manner as to ensure  that the  Contracts  will be treated as
           variable life insurance  contracts and variable annuity contracts under the Code and the regulations  thereunder  insofar
           as such  investment is required for such  treatment.  Without  limiting the scope of the foregoing,  the FUND will at all
           times comply with Section 817(h) of the Code and Treasury  Regulations  Section 1.817-5  relating to the  diversification
           requirements for variable annuity,  endowment,  or life insurance  contracts and any amendments or other modifications to
           such Section or Regulations.

7.  Monitoring for Material Irreconcilable Conflicts

    A.     The FUND's Board of Directors  will monitor the FUND for the existence of any material  irreconcilable  conflict  between
           and among the interests of the  Contractholders of the Separate Accounts  (including the ACCOUNTS)  investing in the FUND
           and the  participants of any of the Qualified Plans investing in the FUND. A material  irreconcilable  conflict may arise
           for a variety of reasons,  including:  (a) action by any state insurance regulatory authority; (b) a change in applicable
           federal or state insurance, tax or securities laws or regulations,  or a public ruling , private letter ruling, no-action
           or  interpretive  letter,  or  any  similar  action  by  insurance,  tax or  securities  regulatory  authorities;  (c) an
           administrative  or judicial decision in any relevant  proceeding;  (d) the manner in which the investment of the FUND are
           being  managed;  (e) a difference  in voting  instructions  given by variable  annuity  Contract  owners,  variable  life
           insurance  Contract owners,  and trustees of the Qualified  Plans;  (f) a decision by THRIVENT  FINANCIAL or another life
           insurance  company to disregard the voting  instructions of Contract owners in one or more Separate  Accounts;  or (g) if
           applicable,  a decision by the trustee of a Qualified Plan to disregard the voting  instructions  of the  participants of
           such Qualified Plan. A determination by the FUND's Board that a material  irreconcilable  conflict exists will be a final
           determination.

    B.     If it is determined by a majority of the FUND's Board, or by a majority of its disinterested  directors,  that a material
           irreconcilable  conflict exists, the FUND promptly shall notify THRIVENT FINANCIAL in writing of any determination by the
           FUND's Board as to the  existence of a material  irreconcilable  conflict and its  implications.  THRIVENT  FINANCIAL (on
           behalf of the ACCOUNTS)  shall, at its expense and to the extent  reasonably  practicable (as determined by a majority of
           the  disinterested  directors  of the FUND),  take  whatever  steps are  necessary  to remedy or  eliminate  the material
           irreconcilable  conflict.  Such steps could include:  (a) withdrawing the assets allocable to some or all of the ACCOUNTS
           from the FUND or any  Portfolio  of the FUND and  reinvesting  such assets in a different  investment  medium,  including
           another  portfolio of the FUND;  (b) submitting  the question as to whether such  segregation  should be implemented to a
           vote of all affected  Contract owners and, as appropriate,  segregating  the assets of any  appropriate  (i.e.,  variable
           annuity  Contract owners or variable life insurance  Contract  owners of one or more of THRIVENT  FINANCIAL and any other
           insurance  companies with Separate Accounts  investing in the FUND) that votes in favor of such segregation,  or offering
           to the affected  Contract  owners the option of making such  change;  or (c)  establishing  a new  registered  management
           investment  company or managed separate account.  If a material  irreconcilable  conflict arises because of a decision by
           THRIVENT  FINANCIAL to disregard  voting  instructions  of owners of Contracts in one or more of the  ACCOUNTS,  and that
           decision  represents  a minority  position  or would  preclude a majority  vote with  respect to the vote being  taken by
           shareholders of the FUND,  then THRIVENT  FINANCIAL  shall,  at the election and direction of the FUND's Board,  withdraw
           each  affected  ACCOUNT's  investment  in the FUND  (but no  charge  or  penalty  shall be  imposed  as a result  of such
           withdrawal).

    C.     THRIVENT  FINANCIAL is  responsible,  to the extent  permitted by applicable law, for taking remedial action on behalf of
           the  affected  ACCOUNT(s)  in the event that the FUND's  Board  determines  a material  irreconcilable  conflict  exists.
           THRIVENT  FINANCIAL will take remedial action only as it pertains to assets of the affected  ACCOUNT(s) and in accordance
           with its fiduciary  responsibility to Contract owners in such affected ACCOUNT(s).  THRIVENT FINANCIAL, as the sponsor of
           the affected  ACCOUNT(s),  will be responsible for the cost of any such remedial action. For the purpose of this Section,
           a majority of the disinterested  members of the FUND's Board will determine whether or not any proposed action adequately
           remedies any  material  irreconcilable  conflict.  In no event shall the FUND,  or THRIVENT  FINANCIAL in its capacity as
           advisor to the FUND, be required to establish a Portfolio or new funding medium for any Contract or any ACCOUNT.  Nor, in
           its capacity as sponsor of any ACCOUNT,  shall  THRIVENT  FINANCIAL be required to establish a new funding medium for any
           Contract  or any  ACCOUNT  if any  offer  to do so has been  declined  by a vote of a  majority  of the  Contract  owners
           materially and adversely affected by the material irreconcilable conflict.

    D.     All reports of  potential  or existing  conflicts  received by the FUND's  Board and all Board  actions with regard to or
           determining the existence of a conflict of interest,  notifying THRIVENT FINANCIAL of a conflict, and determining whether
           any  proposed  action  adequately  remedies a conflict,  will be properly  recorded in the minutes of the FUND's Board or
           other appropriate records, and such minutes or other records will be made available to the SEC upon request.

    E.     The FUND will disclose in its  prospectus  that (a) shares of the FUND may be offered to Separate  Accounts and Qualified
           Plans; (b) material  irreconcilable  conflicts may arise between the interest of various Contract owners investing in the
           Separate  Accounts and the interests of  participants  in the Qualified  Plans  investing in the FUND; and (c) the FUND's
           Board will monitor events in order to identify the existence of any material  conflict and determine what action, if any,
           should be taken in response to such material irreconcilable conflict.

    F.     No less than annually,  THRIVENT FINANCIAL will submit to the FUND's Board such reports,  materials and data as the Board
           may reasonably request so that the Board may carry out fully its obligations under this Section. Such reports,  materials
           and data will be submitted more frequently if deemed  appropriate by the FUND's Board. In any event,  THRIVENT  FINANCIAL
           will promptly notify the FUND's Board in writing if it becomes aware of any facts or  circumstances  that could give rise
           to a material  irreconcilable conflict between the interests of various Contract owners in the ACCOUNTS and the interests
           of Qualified Plan  participants  investing in the FUND. All reports  submitted to the FUND's Board under this Section 7.7
           shall include all information  reasonably necessary for the Board to consider the conflict issues raised. In this regard,
           THRIVENT  FINANCIAL promptly shall notify the FUND's Board whenever THRIVENT FINANCIAL has determined to disregard voting
           instructions of the Contract owners of any ACCOUNT(s) on any matter submitted to a vote of shareholders of the FUND.

8.  Indemnification

    A.     Indemnification by THRIVENT FINANCIAL

           1.   THRIVENT FINANCIAL will indemnify and hold harmless the FUND and each of its Directors,  officers, and employees and
                each  person,  if any, who  controls  the FUND within the meaning of Section 15 of the 1933 Act  (collectively,  the
                "Indemnified  Parties" for purposes of this Section 8.1) against any and all losses,  claims,  damages,  liabilities
                (including  amounts paid in settlement  with the written  consent of THRIVENT  FINANCIAL)  or litigation  (including
                legal and other expenses),  to which the Indemnified  Parties may become subject under any statute,  regulation,  at
                common law or otherwise, and which:

                (a)  arise out of or are based upon any  failure by THRIVENT  FINANCIAL  to perform the duties or assume the general
                     business  responsibilities  of THRIVENT  FINANCIAL  with  respect to the  design,  drafting,  state  approvals,
                     issuance,  servicing and administration of the Contracts, or the establishment and maintenance of the ACCOUNTS;
                     or

                (b)  arise out of or are based  upon any untrue  statements  or  alleged  untrue  statements  of any  material  fact
                     contained in the registration  statement,  prospectus,  or SAI for the Contracts, or the ACCOUNTS, or contained
                     in the  Contracts  or  sales  literature  for the  Contracts  (or any  amendment  or  supplement  to any of the
                     foregoing),  or arise out of or are based upon the omission or the alleged omission to state therein a material
                     fact required to be stated therein or necessary to make the statements  therein not  misleading,  provided that
                     this  Agreement to indemnify will not apply as to any  Indemnified  Party if such statement or omission or such
                     alleged  statement  or omission  was made in reliance  upon and in  conformity  with  information  furnished in
                     writing to THRIVENT  FINANCIAL by or on behalf of the FUND for use in the registration  statement,  prospectus,
                     or SAI for the  Contracts  or the  ACCOUNTS  or in the  Contracts  or sales  literature  (or any  amendment  or
                     supplement) or otherwise for use in connection with the sale of the Contracts or FUND shares; or

                (c)  arise out of or are based  upon  statements  or  representations  (other  than  statements  or  representations
                     contained in the  registration  statement,  prospectus,  SAI, or sales  literature  of the FUND not supplied by
                     THRIVENT  FINANCIAL,  or persons under its control) or wrongful conduct of THRIVENT  FINANCIAL or persons under
                     its control,  or failure to supervise  persons under  THRIVENT  FINANCIAL's  control or entities or individuals
                     with which THRIVENT  FINANCIAL  contracts,  with respect to the sale or  distribution  of the Contracts or FUND
                     shares; or

                (d)  arise out of any untrue  statement or alleged  untrue  statement of a material fact contained in a registration
                     statement,  prospectus,  or sales literature of the FUND or any amendment thereof or supplement  thereto or the
                     omission or alleged  omission to state therein a material  fact  required to be stated  therein or necessary to
                     make the  statements  therein  not  misleading  if such a  statement  or  omission  was made in  reliance  upon
                     information furnished in writing to the FUND by or on behalf of THRIVENT FINANCIAL; or

                (e)  arise out of or result  from any  failure by  THRIVENT  FINANCIAL  to provide  the  services  and  furnish  the
                     materials contemplated by this Agreement; or

                (f)  arise out of or result  from any  material  breach  of any  representation  and/or  warranty  made by  THRIVENT
                     FINANCIAL  in this  Agreement  or arise out of or result from any other  material  breach of this  Agreement by
                     THRIVENT FINANCIAL, as limited by and in accordance with the provisions of Sections 8.1(b). and 8.1(c) hereof.

           2.   THRIVENT  FINANCIAL  will not be liable under this  indemnification  provision  with respect to any losses,  claims,
                damages,  liabilities  or litigation to which an  Indemnified  Party would be subject by reason of such  Indemnified
                Party's willful  misfeasance,  bad faith, or gross negligence in the performance of such Indemnified  Party's duties
                or by reason of such Indemnified  Party's reckless disregard of obligations or duties under this Agreement or to the
                FUND, whichever is applicable.

           3.   THRIVENT  FINANCIAL will not be liable under this  indemnification  provision with respect to any claim made against
                an  Indemnified  Party unless such  Indemnified  Party shall have notified  THRIVENT  FINANCIAL in writing  within a
                reasonable  time after the summons or other first legal process giving  information of the nature of the claim shall
                have been served upon such  Indemnified  Party (or after such  Indemnified  Party shall have received notice of such
                service on any  designated  agent),  but  failure to notify  THRIVENT  FINANCIAL  of any such claim will not relieve
                THRIVENT  FINANCIAL from any liability that it may have to the Indemnified Party against whom such action is brought
                otherwise  than on  account of this  indemnification  provision.  In case any such  action is  brought  against  the
                Indemnified  Parties,  THRIVENT  FINANCIAL  shall be entitled to  participate,  at its own  expense,  in the defense
                thereof.  THRIVENT FINANCIAL also will be entitled to assume the defense thereof,  with counsel  satisfactory to the
                party named in the action.  After notice from THRIVENT FINANCIAL to such party of THRIVENT  FINANCIAL's  election to
                assume the  defense  thereof,  the  Indemnified  Party will bear the fees and  expenses  of any  additional  counsel
                retained by it, and THRIVENT  FINANCIAL will not be liable to such party under this Agreement for any legal or other
                expenses  subsequently  incurred by such party  independently  in  connection  with the defense  thereof  other than
                reasonable costs of investigation.

           4.   The Indemnified  Party will promptly notify THRIVENT  FINANCIAL of the  commencement of any litigation or proceeding
                against it or any of its respective  officers or directors in connection with  transactions  that are the subject of
                this Agreement whether or not indemnification is being sought hereunder.

    B.     Indemnification By the FUND

           1.   The FUND will indemnify and hold harmless THRIVENT  FINANCIAL and each of its directors,  officers and employees and
                each  person,  if  any,  who  controls  THRIVENT  FINANCIAL  within  the  meaning  of  Section  15 of the  1933  Act
                (collectively,  the  "Indemnified  Parties" for  purposes of this  Section 8.2) against any and all losses,  claims,
                damages,  liabilities  (including  amounts  paid in  settlement  with the  written  consent  of FUND) or  litigation
                (including  legal and other  expenses)  to which the  Indemnified  Parties  may become  subject  under any  statute,
                regulation, at common law or otherwise, which:

                (a)  arise out of or are based upon any  failure by the FUND to perform  the duties or assume the  general  business
                     responsibilities  required  by this  Agreement  with  respect  to the sale of  shares  of the FUND to  THRIVENT
                     FINANCIAL; or

                (b)  arise out of or are based  upon any untrue  statements  or  alleged  untrue  statements  of any  material  fact
                     contained  in the sales  literature  for the FUND and/or the  Contracts,  or arise out of or are based upon the
                     omission or the alleged  omission to state therein a material  fact required to be stated  therein or necessary
                     to make the statements  therein not misleading,  provided that this agreement to indemnify will not apply as to
                     any Indemnified  Party if such statement or omission or such alleged statement or omission was made in reliance
                     upon and in conformity with information  furnished in writing to the FUND by or on behalf of THRIVENT FINANCIAL
                     for use in the registration statement,  prospectus, or SAI for use in the sales literature or otherwise for use
                     in connection with the sale of Portfolio shares; or

                (c)  arise out of or are based  upon  statements  or  representations  (other  than  statements  or  representations
                     contained in the registration statement,  prospectus,  SAI, or sales literature of the FUND not supplied by the
                     FUND,  or persons under its control) or wrongful  conduct of the FUND or persons under its control,  or failure
                     to supervise  persons under the FUND's control or entities or individuals  with which the FUND contracts,  with
                     respect to the sale or distribution of the Contracts or FUND shares; or

                (d)  arise out of any untrue  statement or alleged  untrue  statement of a material fact contained in a registration
                     statement,  prospectus,  or sales literature of the FUND or any amendment thereof or supplement  thereto or the
                     omission or alleged  omission to state therein a material  fact  required to be stated  therein or necessary to
                     make the  statements  therein  not  misleading  if such a  statement  or  omission  was made in  reliance  upon
                     information furnished in writing to THRIVENT FINANCIAL by or on behalf of THRIVENT FINANCIAL; or

                (e)  arise out of or result  from any  failure  by the FUND to  provide  the  services  and  furnish  the  materials
                     contemplated by this Agreement; or

                (f)  arise out of or result from any material breach of any representation  and/or warranty made by the FUND in this
                     Agreement or arise out of or result from any other  material  breach of this  Agreement by the FUND,  except to
                     the extent provided in Section 8.2(b) and 8.2(c) hereof.

           2.   The FUND will not be liable  under this  indemnification  provision  with  respect to any losses,  claims,  damages,
                liabilities  or  litigation to which an  Indemnified  Party would be subject by reason of such  Indemnified  Party's
                willful  misfeasance,  bad faith, or gross  negligence in the performance of such  Indemnified  Party's duties or by
                reason of such Indemnified  Party's reckless disregard of obligations or duties under this Agreement or to the FUND,
                whichever is applicable.

           3.   The FUND will not be liable  under  this  indemnification  provision  with  respect  to any claim  made  against  an
                Indemnified  Party unless such  Indemnified  Party shall have notified the FUND in writing within a reasonable  time
                after the summons or other first legal process giving  information of the nature of the claim shall have been served
                upon such  Indemnified  Party (or after such  Indemnified  Party shall have  received  notice of such service on any
                designated  agent),  but failure to notify the FUND of any such claim will not  relieve the FUND from any  liability
                that it may have to the  Indemnified  Party  against whom such action is brought  otherwise  than on account of this
                indemnification  provision.  In case any such action is brought against the Indemnified  Parties,  the FUND shall be
                entitled to participate,  at its own expense,  in the defense thereof.  The FUND also will be entitled to assume the
                defense  thereof,  with counsel  satisfactory  to the party named in the action.  After notice from the FUND to such
                party of the FUND's election to assume the defense  thereof,  the Indemnified  Party will bear the fees and expenses
                of any  additional  counsel  retained by it, and the FUND will not be liable to such party under this  Agreement for
                any legal or other  expenses  subsequently  incurred  by such party  independently  in  connection  with the defense
                thereof other than reasonable costs of investigation.

           4.   The Indemnified  Party will promptly notify the FUND of the commencement of any litigation or proceeding  against it
                or any of its  respective  officers  or  directors  in  connection  with  transactions  that are the subject of this
                Agreement whether or not indemnification is being sought hereunder.

9.  Term and Termination of this Agreement

    A.     This Agreement will terminate:

           1.   as to any party hereto,  at the option of that party,  upon prior  written  notice to the other party as provided in
                Section 9.3 herein; or

           2.   at the option of the FUND in the event that  formal  administrative  proceedings  are  instituted  against  THRIVENT
                FINANCIAL by the NASD,  the SEC,  any state  securities  or  insurance  commissioner  or any other  regulatory  body
                regarding THRIVENT  FINANCIAL's  duties under this Agreement or related to the sale of the Contracts,  the operation
                of the ACCOUNTS, or the purchase of FUND shares, provided,  however, that the FUND determines,  in its sole judgment
                exercised in good faith,  that any such  administrative  proceedings  will have a material  adverse  effect upon the
                ability of THRIVENT FINANCIAL to perform its obligations under this Agreement; or

           3.   at the option of THRIVENT FINANCIAL in the event that formal  administrative  proceedings are instituted against the
                FUND by the NASD, the SEC, or any state securities or insurance  commission or any other regulatory body,  regarding
                the  FUND's  duties  under  this  Agreement  or related  to the sale of FUND  shares or the  operation  of the FUND,
                provided,  however, that THRIVENT FINANCIAL determines,  in its sole judgment exercised in good faith, that any such
                administrative  proceedings  will have a  material  adverse  effect  upon the  ability  of the FUND to  perform  its
                obligations under this Agreement; or

           4.   at the option of THRIVENT FINANCIAL with respect to the ACCOUNTS,  upon requisite authority to substitute the shares
                of another  investment company for shares of the FUND in accordance with the terms of the Contracts or in accordance
                with the ACCOUNTS investment policy or standards of conduct; or

           5.   at the option of THRIVENT  FINANCIAL,  in the event any of the FUND's shares are not registered,  issued, or sold in
                accordance with applicable  federal and any state law or such law precludes the use of such shares as the underlying
                investment media of the Contracts issued or to be issued by THRIVENT FINANCIAL; or

           6.   at the option of THRIVENT  FINANCIAL,  if the FUND fails to meet the  requirements  specified in Sections 2.3 or 2.6
                hereof; or

           7.   at the option of the FUND, if the  investments of the ACCOUNTS fail to satisfy the  diversification  requirements of
                the Code and the regulations thereunder, or

           8.   at the option of THRIVENT  FINANCIAL,  if the FUND dissolves or becomes  otherwise unable to sell shares to fund the
                ACCOUNTS.

    B.     It is understood  and agreed that the right of any party hereto to terminate  this  Agreement  pursuant to Section 9.1(a)
           may be exercised for any reason or for no reason.

    C.     Notice Requirement for Termination

           No  termination of this Agreement will be effective  unless and until the party  terminating  this Agreement  gives prior
           written  notice to the other party to this  Agreement  of its intent to  terminate,  and such notice  shall set forth the
           basis for such termination. Furthermore,

           1.   in the event that any  termination is based upon the provisions of Section 9.1(a) hereof,  such prior written notice
                shall be given at least one hundred  eighty (180) days in advance of the effective  date of  termination as required
                by such provision;

           2.   in the event that any  termination is based upon the  provisions of Section  9.1(b) or Section  9.1(c) hereof,  such
                prior written notice shall be given at least ninety (90) days in advance of the effective date of termination;

           3.   in the event that any  termination is based upon the provisions of Section  9.1(d) hereof,  THRIVENT  FINANCIAL will
                give at least sixty (60) days prior  written  notice to the FUND of the date of any  proposed  action to  substitute
                FUND  shares,  including  the filing of any  applicable  exemptive  application  under the 1940 Act  relating to the
                ACCOUNTS; and THRIVENT FINANCIAL will provide the FUND with a copy of any such exemptive application; and

           4.   in the event that any termination is based upon the provisions of Section 9.1(e),  Section 9.1(f), or Section 9.1(g)
                hereof,  such prior  written  notice  shall be given as soon as  possible  within  twenty-four  (24) hours after the
                terminating party learns of the event causing termination to be required.

    D.     Partial Termination

           It is also  understood  that this  Agreement may be terminated  with regard to a specific  Portfolio or Portfolios of the
           FUND, or the entire FUND at the discretion of the terminating party.  Notwithstanding  any termination of this Agreement,
           the FUND,  or any  Portfolio,  provided its shares are then  available  for sale to any  persons,  shall at the option of
           THRIVENT  FINANCIAL,  continue to make  available  additional  shares of the FUND pursuant to the terms and conditions of
           this Agreement,  for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred
           to as "Existing Contracts").  Specifically,  without limitation,  the owners of the Existing Contracts shall be permitted
           to transfer or reallocate investments under the Contracts,  redeem investments in the FUND and/or invest in the FUND upon
           the making of additional purchase payments under the Existing Contracts.

10. Notices

           Any notice will be  sufficiently  given when sent by  registered  or certified  mail to the other party at the address of
           such party set forth below or at such other  address as such party may from time to time  specify in writing to the other
           party.

           If to THRIVENT FINANCIAL:                      625 Fourth Avenue South
                                                          Minneapolis, Minnesota  55415
                                                          Attention:  Woodrow E. Eno
                                                          Secretary, Senior Vice President and General Counsel

           If to the FUND:                                625 Fourth Avenue South
                                                          Minneapolis, Minnesota  55415
                                                          Attention:  John C. Bjork, Secretary

11. Miscellaneous

           A.   This Agreement will be construed and the provisions hereof  interpreted under and in accordance with the laws of the
                State of Minnesota;  provided,  however,  that if such laws or any of the provisions of this Agreement conflict with
                applicable Provisions of the 1940 Act, the latter shall control.

           B.   If any provision of this Agreement  will be held or made invalid by a court  decision,  statute,  rule or otherwise,
                the remainder of the Agreement will not be effected thereby.

IN WITNESS  WHEREOF,  each of the parties  hereto has caused this Agreement to be executed in its name and on its behalf by its duly
authorized representative and its seal to be hereunder affixed hereto as of the 15th day of December, 2003.


THRIVENT FINANCIAL FOR LUTHERANS                       LB SERIES FUND, INC.


By:  /s/ Bruce J. Nicholson                            By: /s/ Pamela J. Moret
     -------------------------------                       -------------------------------
     Bruce J. Nicholson                                    Pamela J. Moret
     President and                                         President
     Chief Executive Officer






                                                             EXHIBIT A
                                                                 TO
                                                      PARTICIPATION AGREEMENT
                                                    (Effective December 15, 2003)


 1.        AAL Variable Annuity Account I

 2.        AAL Variable Annuity Account II

 3.        LB Variable Annuity Account I

 4.        LB Variable Insurance Account I

 5.        Thrivent Variable Annuity Account I

 6.        Thrivent Variable Life Account I

EX-99.13 8 a44260.htm PARTICIPATION AGMT TLIC Participation Agreement


                                   PARTICIPATION AGREEMENT

                                         BY AND AMONG

                               THRIVENT LIFE INSURANCE COMPANY

                                             AND

                                    LB SERIES FUND, INC.,
                                   DATED DECEMBER 15, 2003



                                      TABLE OF CONTENTS

                                                                                Page

  1.   Sale of FUND Shares......................................................   2


  2.   Representations and Warranties...........................................   4


  3.   Prospectus and Proxy Statements Voting...................................   5


  4.   Sales Materials and Information..........................................   5


  5.   Fees and Expenses........................................................   6


  6.   Diversification..........................................................   6


  7.   Monitoring for Material Irreconcilable Conflicts.........................   7


  8.   Indemnification..........................................................   9


  9.   Term and Termination Of This Agreement...................................   13


10.   Notices...................................................................   15


11.   Miscellaneous.............................................................   16



                                   PARTICIPATION AGREEMENT

This  PARTICIPATION  AGREEMENT,  is made and  entered  into as of this  15th day of  December,
2003, by and among THRIVENT LIFE INSURANCE  COMPANY  ("Thrivent  Life"), on its own behalf and
on behalf of each  separate  account of  THRIVENT  LIFE  named in Exhibit A to this  Agreement
(the "ACCOUNTS"), and LB SERIES FUND, INC. (the "FUND"), (collectively the "Parties").

WITNESSETH:

WHEREAS,  THRIVENT LIFE is a corporation  stock life  insurance  company  organized  under the
laws of the State of  Minnesota  engaged in the  writing of variable  products,  and serves as
sponsor and depositor of the ACCOUNTS ;

WHEREAS,  the ACCOUNTS are legally  segregated  asset accounts of THRIVENT  LIFE,  established
pursuant  to  the  laws  of  the  State  of   Minnesota,   with   several   subaccounts   (the
"Subaccounts"),  for  the  purpose  of  funding  certain  variable  universal  life  insurance
contracts and variable annuity contracts (collectively the "Contracts");

WHEREAS,  the FUND, is registered with the Securities and Exchange  Commission (the "SEC"), as
an  open-end  management  investment  company  under the  Investment  Company Act of 1940 (the
"1940  Act"),  and its shares are  registered  with the SEC under the  Securities  Act of 1933
(the "1933 Act");

WHEREAS,  the FUND is a series company,  meaning its Board of Directors may designate  various
series  ("Portfolios")  into which the FUND's authorized shares are to be divided from time to
time,  with each such  Portfolio  consisting  of a specific  number of the  FUND's  authorized
shares,  representing an interest in a separate  portfolio of securities and other assets, and
having its own investment objectives, policies and restrictions;

WHEREAS,  to  the  extent  permitted  by  applicable   insurance,   tax  and  other  laws  and
regulations,  THRIVENT  LIFE intends to purchase  shares in the FUND on behalf of the ACCOUNTS
to fund the  Contracts or on its own behalf for related  purposes,  and the FUND is authorized
to sell such shares to the ACCOUNTS and to THRIVENT LIFE at net asset value;

NOW,  THEREFORE,  in consideration of the covenants and mutual promises  contained herein, and
other good and valuable  consideration,  the receipt and legal sufficiency of which are hereby
acknowledged, and intending to be legally bound hereby, the Parties agree as follows:

1. Sale of FUND Shares

   A.   The  Contracts  funded  through the ACCOUNTS  will provide for the  allocation  of net
        amounts among certain  Subaccounts  for investment in such shares of the Portfolios as
        may  be  offered  from  time  to  time  in the  prospectus  of the  ACCOUNTS  for  the
        Contracts.  The selection of the  particular  Subaccount is to be made by the Contract
        owner,  and  such  selection  may be  changed  in  accordance  with  the  terms of the
        Contracts.

   B.   The FUND will sell to THRIVENT  LIFE those  shares of each  available  Portfolio  that
        THRIVENT LIFE orders based on transactions  under Contracts,  effecting such orders on
        a daily basis at the  Portfolio's  net asset value per share next computed as provided
        in the FUND prospectus.

   C.   The Board of  Directors  of the FUND (the  "Board")  may refuse to sell  shares of any
        Portfolio  to THRIVENT  LIFE,  or suspend or  terminate  the offering of shares of any
        Portfolio,  if such  action is  required by law or by  regulatory  authorities  having
        jurisdiction or is, in the sole  discretion of the Board,  acting in good faith and in
        light  of  their  fiduciary  duties  under  federal  and any  applicable  state  laws,
        necessary in the best interests of the shareholders of the FUND.

   D.   The FUND agrees that its shares will be sold only to: (a)  THRIVENT  LIFE,  on its own
        behalf and on behalf of separate  accounts that it  establishes  from time to time and
        maintains to fund variable annuity contracts and variable life insurance  contracts of
        THRIVENT LIFE,  including the ACCOUNTS;  (b) Thrivent Financial for Lutherans or other
        life insurance  companies,  whether  affiliated or unaffiliated with THRIVENT LIFE, on
        behalf of separate  accounts  funding  variable  annuity  contracts  and variable life
        insurance  contracts of such other insurance  companies;  and (c) qualified pension or
        retirement  plans,  whether for the benefit of  employees  of Thrivent  Financial  for
        Lutherans  and/or  its  affiliates  or  for  the  benefit  of  unaffiliated   entities
        ("Qualified  Plans").  THRIVENT LIFE separate  accounts  (including  the ACCOUNTS) and
        separate  accounts of other life insurance  companies  eligible to purchase  shares of
        the FUND are referred to in this  Agreement as "Separate  Accounts."  No shares of any
        Portfolio will be sold to the general public or to any life insurance  company (on its
        own  behalf,  as opposed  to a Separate  Account  maintained  by such other  insurance
        company) other than THRIVENT LIFE.

   E.   The FUND will redeem for cash from THRIVENT  LIFE those full or  fractional  shares of
        each  Portfolio  that THRIVENT LIFE requests based on  transactions  under  Contracts,
        effecting such requests on a daily basis at the  Portfolio's net asset value per share
        next computed as provided in the FUND prospectus.

   F.   Issuance  and  transfer  of the  FUND's  shares  will be by  book  entry  only.  Stock
        Contracts  will not be issued to THRIVENT  LIFE.  Shares ordered from the FUND will be
        recorded in an appropriate title for THRIVENT LIFE.

   G.   The FUND shall furnish  notice  promptly to THRIVENT LIFE of any income,  dividends or
        capital  gain  distributions  payable on the shares of any  Portfolio.  THRIVENT  LIFE
        hereby elects to receive all such income,  dividends and capital gain distributions as
        are payable on FUND  shares in  additional  shares of that  Portfolio.  THRIVENT  LIFE
        reserves the right to revoke this  election and to receive all such income,  dividends
        and capital gain  distributions  in cash.  The FUND shall notify  THRIVENT LIFE of the
        number of shares so issued as payment of such income, dividends and distributions.

   H.   The FUND  shall make the net asset  value per share for each  Portfolio  available  to
        THRIVENT LIFE on a daily basis,  as soon as reasonably  practical  after the net asset
        value per share is calculated.

   I.   The FUND may establish  additional  Portfolios to provide additional funding media for
        the Contracts,  or delete,  combine, or modify existing Portfolios.  The shares of any
        additional  Portfolio may be made  available to the ACCOUNTS by the FUND,  pursuant to
        the terms of this Agreement,  and any applicable reference to any Portfolio,  the FUND
        or its shares herein shall include a reference to any such Portfolio.

2. Representations and Warranties

   A.   THRIVENT  LIFE  represents  and warrants  that  interests  in the  ACCOUNTS  under the
        Contracts are or will be registered  under the 1933 Act to the extent  required by the
        1933 Act,  that the  Contracts  will be issued and sold in  compliance in all material
        respects  with  all  applicable  federal  and  state  laws  and  that  the sale of the
        Contracts  will  comply in all  material  respects  with state  insurance  and federal
        securities  law  suitability  requirements.   THRIVENT  LIFE  further  represents  and
        warrants that it is a corporation  stock life insurance  company  organized  under the
        laws of the State of Minnesota and engaged in the writing of life  insurance,  annuity
        contracts,  and other insurance products;  that it has legally and validly established
        its ACCOUNTS as segregated  asset accounts under Minnesota  insurance law; and that it
        has registered or will register the ACCOUNTS as unit  investment  trusts in accordance
        with the  provisions  of the 1940 Act to serve as segregated  investment  accounts for
        the Contracts, to the extent required by the 1940 Act.

   B.   THRIVENT  LIFE  represents  and warrants  that any  interests  in the  ACCOUNTS  being
        offered for sale under the Contracts  are or will be registered  under the 1933 Act to
        the extent  required by the 1933 Act,  that the  Contracts  will be issued and sold in
        compliance in all material  respects with all  applicable  federal and state laws, and
        that the sale of the  Contracts  will  comply  in all  material  respects  with  state
        insurance  law,  and federal  securities  laws,  including  the rules of the  National
        Association of Securities Dealers, Inc. ("NASD").

   C.   The FUND  represents  and warrants that its shares sold pursuant to this Agreement are
        or will be registered  under the 1933 Act to the extent required by the 1933 Act, duly
        authorized  for  issuance  and  sold in  compliance  with  the  laws of the  state  of
        Minnesota and all applicable  federal  securities laws and that the FUND is or will be
        registered  under the 1940 Act to the extent  required by the 1940 Act.  The FUND will
        amend the  registration  statement  for its shares  under the 1933 Act, as well as its
        registration  statement  under  the 1940  Act,  as  required  in order to  effect  the
        continuous  offering of its shares.  The FUND will  register or qualify the shares for
        sale in  accordance  with the laws of the  various  states  only if and to the  extent
        deemed advisable by the FUND.

   D.   THRIVENT LIFE  represents  and warrants  that its  Contracts are currently  treated as
        annuity contracts and universal life insurance  contracts under applicable  provisions
        of the Code and that it will make every effort to maintain such treatment.

   E.   The FUND  represents  and  warrants  that each of its  Portfolios  will  qualify  as a
        regulated  investment  company under Subchapter M of the Code and that the investments
        of each of its  Portfolios  will  comply  with  the  diversification  requirements  of
        Section  817(h) of the Code and the  regulations  thereunder,  and that it will notify
        THRIVENT LIFE  immediately  upon having a reasonable  basis for believing  that it has
        ceased to so qualify or that it might not so qualify in the future.

3. Prospectus and Proxy Statements: Voting

   A.   The  FUND  will  provide  such  documentation  (including  a  final  copy  of any  new
        prospectus,  statement of  additional  information  ("SAI") or  supplement)  and other
        assistance  as is  reasonably  necessary in order for THRIVENT LIFE or its designee to
        timely distribute the current FUND prospectus, SAI and any supplement thereto.

   B.   The  FUND  will  provide  such  documentation  (including  a final  copy of any  proxy
        material,  report to shareholders,  and other communication to shareholders) and other
        assistance  as is  reasonably  necessary  for THRIVENT  LIFE or its designee to timely
        distribute the proxy material,  report to shareholders,  and other communication (such
        printing and distribution to be the FUND's expense, as provided in Section 5.1).

   C.   To the extent required by law, THRIVENT LIFE shall:

        1. solicit voting instructions from Contract owners;

        2. vote Portfolio shares in accordance with instructions received from Contract
           owners;

        3. vote Portfolio  shares for which no  instructions  have been  received,  as well as
           Portfolio shares  attributable to THRIVENT LIFE other than under Contracts,  in the
           same  proportion  as shares of such  Portfolio  for  which  instructions  have been
           received,  so long as and to the extent that the SEC  continues  to  interpret  the
           1940 Act to require  pass-through  voting  privileges.  THRIVENT  LIFE reserves the
           right  to  vote  Portfolio  shares  held in any  segregated  asset  accounts  or in
           general accounts in its own right, to the extent permitted by law.

   D.   The FUND  reserves  the right to take all  actions,  including  but not limited to the
        dissolution,  merger, and sale of all assets of the FUND solely upon the authorization
        of its Board and/or shareholders as required by the 1940 Act.

4. Sales Material and Information

   A.   THRIVENT  LIFE and the FUND will  cause to be  furnished  to each  other each piece of
        sales literature or other  promotional  material in which the FUND or THRIVENT LIFE is
        named, at least three (3) days prior to its intended use.

   B.   Neither   THRIVENT  LIFE  nor  the  FUND  will  give  any   information  or  make  any
        representation  or statement,  or cause such information to be given or representation
        to be made, on behalf of the PARTIES  other than the  information  or  representations
        contained  in the  registration  statements,  prospectuses,  and SAIs for FUND and the
        Accounts, as such registration  statements,  prospectuses,  and SAIs may be amended or
        supplemented  from time to time,  or in  reports  or proxy  materials  for the FUND or
        ACCOUNTS,  or in sales literature or other  promotional  material approved by the FUND
        or its designee, except with the permission of the FUND or its designee.

5. Fees and Expenses

   A.   The  FUND  will  pay all  expenses  incident  to the  FUND's  performance  under  this
        Agreement.  In addition to the  investment  advisory fee, each Portfolio will bear all
        of its  operating  expenses  that  are not  specifically  assumed  by  THRIVENT  LIFE,
        including the  following:  (i) interest and taxes (ii)  brokerage  commissions;  (iii)
        insurance  premiums;  (iv)  compensation  and expenses for those Directors who are not
        "interested"  persons under  Section  2(a)(19) of the Act; (v)  independent  legal and
        audit expenses; (vi) fees and expenses of the FUND's custodian,  shareholder servicing
        or transfer  agent and  accounting  services  agent;  (vii)  expenses  incident to the
        issuance  of its shares,  or  reinvestment  of  dividends;  (viii)  fees and  expenses
        incident to the  registration  under Federal or state  securities  laws of the FUND or
        its shares;  (ix) FUND or  portfolio  organizational  expenses;  (x) FUND  expenses of
        preparing,  printing and mailing reports and notices,  proxy material and prospectuses
        to shareholders of the FUND;  (xi) all other expenses  incidental to holding  meetings
        of the FUND's  shareholders;  (xii) dues or  assessments  of or  contributions  to the
        Investment  Company Institute or any successor or other industry  association;  (xiii)
        such non-recurring  expenses as may arise, including litigation affecting the FUND and
        the legal  obligations which the FUND may have to indemnify its officers and Directors
        with respect  thereto;  and (xiv) cost of daily  valuation of each of the  Portfolio's
        securities and net asset value per share.

   B.   THRIVENT  LIFE will pay all expenses  incident to THRIVENT  LIFE's  performance  under
        this  Agreement.  In  addition,  THRIVENT  LIFE will bear the expenses of printing and
        distributing to its Contract owners the FUND proxy  materials,  proxy cards and voting
        instruction forms (collectively "proxy information"),  tabulating the results of proxy
        solicitations  to its  Contract  owners,  printing  and  distributing  to its Contract
        owners the FUND prospectus,  SAI, supplement,  proxy material, report to shareholders,
        and  other   communication   to  shareholders,   and  any  expenses   associated  with
        administration of its Contracts.

6. Diversification

   A.   The FUND will make every  effort to be invested in such a manner as to ensure that the
        Contracts  will be treated as variable life insurance  contracts and variable  annuity
        contracts under the Code and the regulations  thereunder insofar as such investment is
        required for such  treatment.  Without  limiting the scope of the foregoing,  the FUND
        will at all times  comply with  Section  817(h) of the Code and  Treasury  Regulations
        Section 1.817-5 relating to the  diversification  requirements  for variable  annuity,
        endowment,  or life insurance  contracts and any amendments or other  modifications to
        such Section or Regulations.

7. Monitoring for Material Irreconcilable Conflicts

   A.   The FUND's Board of Directors  will monitor the FUND for the existence of any material
        irreconcilable  conflict between and among the interests of the Contractholders of the
        Separate Accounts  (including the ACCOUNTS) investing in the FUND and the participants
        of any of the  Qualified  Plans  investing  in the  FUND.  A  material  irreconcilable
        conflict  may arise for a  variety  of  reasons,  including:  (a)  action by any state
        insurance  regulatory  authority;   (b)  a  change  in  applicable  federal  or  state
        insurance,  tax or securities laws or regulations,  or a public ruling, private letter
        ruling,  no-action or interpretive letter, or any similar action by insurance,  tax or
        securities regulatory  authorities;  (c) an administrative or judicial decision in any
        relevant  proceeding;  (d) the  manner in which the  investment  of the FUND are being
        managed;  (e) a difference in voting  instructions  given by variable annuity Contract
        owners,  variable life insurance Contract owners, and trustees of the Qualified Plans;
        (f) a decision by THRIVENT  LIFE or another life  insurance  company to disregard  the
        voting  instructions  of Contract owners in one or more Separate  Accounts;  or (g) if
        applicable,  a decision  by the trustee of a Qualified  Plan to  disregard  the voting
        instructions  of the  participants  of such  Qualified  Plan. A  determination  by the
        FUND's  Board  that  a  material  irreconcilable  conflict  exists  will  be  a  final
        determination.

   B.   If it is  determined  by a majority  of the  FUND's  Board,  or by a  majority  of its
        disinterested  directors,  that a material  irreconcilable  conflict exists,  the FUND
        promptly  shall notify  THRIVENT  LIFE in writing of any  determination  by the FUND's
        Board  as  to  the   existence   of  a  material   irreconcilable   conflict  and  its
        implications.  THRIVENT LIFE (on behalf of the ACCOUNTS)  shall, at its expense and to
        the extent  reasonably  practicable (as determined by a majority of the  disinterested
        directors of the FUND),  take whatever  steps are necessary to remedy or eliminate the
        material  irreconcilable  conflict.  Such steps could  include:  (a)  withdrawing  the
        assets  allocable to some or all of the ACCOUNTS from the FUND or any Portfolio of the
        FUND and reinvesting such assets in a different  investment medium,  including another
        portfolio of the FUND;  (b)  submitting  the  question as to whether such  segregation
        should be implemented to a vote of all affected  Contract  owners and, as appropriate,
        segregating the assets of any appropriate  (i.e.,  variable annuity Contract owners or
        variable life insurance  Contract owners of one or more of THRIVENT LIFE and any other
        insurance  companies with Separate Accounts investing in the FUND) that votes in favor
        of such segregation,  or offering to the affected Contract owners the option of making
        such change;  or (c) establishing a new registered  management  investment  company or
        managed separate account.  If a material  irreconcilable  conflict arises because of a
        decision by THRIVENT LIFE to disregard  voting  instructions of owners of Contracts in
        one or more of the  ACCOUNTS,  and that  decision  represents  a minority  position or
        would  preclude a majority  vote with respect to the vote being taken by  shareholders
        of the FUND,  then  THRIVENT  LIFE shall,  at the election and direction of the FUND's
        Board,  withdraw  each  affected  ACCOUNT's  investment  in the FUND (but no charge or
        penalty shall be imposed as a result of such withdrawal).

   C.   THRIVENT LIFE is  responsible,  to the extent  permitted by applicable law, for taking
        remedial  action on behalf of the  affected  ACCOUNT(s)  in the event  that the FUND's
        Board determines a material  irreconcilable  conflict exists.  THRIVENT LIFE will take
        remedial  action  only as it  pertains  to assets of the  affected  ACCOUNT(s)  and in
        accordance  with its  fiduciary  responsibility  to Contract  owners in such  affected
        ACCOUNT(s).  THRIVENT  LIFE,  as the  sponsor  of the  affected  ACCOUNT(s),  will  be
        responsible  for the  cost of any  such  remedial  action.  For  the  purpose  of this
        Section,  a majority of the  disinterested  members of the FUND's Board will determine
        whether or not any proposed  action  adequately  remedies any material  irreconcilable
        conflict.  In no event shall the FUND,  or THRIVENT LIFE in its capacity as advisor to
        the FUND, be required to establish a Portfolio or new funding  medium for any Contract
        or any ACCOUNT.  Nor, in its capacity as sponsor of any ACCOUNT,  shall  THRIVENT LIFE
        be required to  establish a new funding  medium for any Contract or any ACCOUNT if any
        offer  to do so has been  declined  by a vote of a  majority  of the  Contract  owners
        materially and adversely affected by the material irreconcilable conflict.

   D.   All reports of  potential or existing  conflicts  received by the FUND's Board and all
        Board actions with regard to or  determining  the existence of a conflict of interest,
        notifying  THRIVENT LIFE of a conflict,  and  determining  whether any proposed action
        adequately  remedies a  conflict,  will be  properly  recorded  in the  minutes of the
        FUND's Board or other appropriate  records,  and such minutes or other records will be
        made available to the SEC upon request.

   E.   The FUND will  disclose in its  prospectus  that (a) shares of the FUND may be offered
        to Separate  Accounts and Qualified Plans; (b) material  irreconcilable  conflicts may
        arise  between the  interest of various  Contract  owners  investing  in the  Separate
        Accounts and the interests of  participants  in the Qualified  Plans  investing in the
        FUND;  and (c) the FUND's Board will monitor events in order to identify the existence
        of any  material  conflict  and  determine  what  action,  if any,  should be taken in
        response to such material irreconcilable conflict.

   F.   No less than  annually,  THRIVENT  LIFE will submit to the FUND's Board such  reports,
        materials  and data as the Board may  reasonably  request  so that the Board may carry
        out fully its obligations  under this Section.  Such reports,  materials and data will
        be submitted more frequently if deemed  appropriate by the FUND's Board. In any event,
        THRIVENT LIFE will promptly  notify the FUND's Board in writing if it becomes aware of
        any facts or circumstances that could give rise to a material  irreconcilable conflict
        between the interests of various  Contract owners in the ACCOUNTS and the interests of
        Qualified  Plan  participants  investing  in the FUND.  All reports  submitted  to the
        FUND's  Board  under  this  Section  7.7  shall  include  all  information  reasonably
        necessary  for the Board to consider  the  conflict  issues  raised.  In this  regard,
        THRIVENT  LIFE  promptly  shall notify the FUND's  Board  whenever  THRIVENT  LIFE has
        determined to disregard  voting  instructions of the Contract owners of any ACCOUNT(s)
        on any matter submitted to a vote of shareholders of the FUND.

8. Indemnification

   A.   Indemnification by THRIVENT LIFE

        1. THRIVENT  LIFE  will  indemnify  and  hold  harmless  the  FUND  and  each  of  its
           Directors,  officers,  and employees and each person, if any, who controls the FUND
           within the meaning of Section 15 of the 1933 Act  (collectively,  the  "Indemnified
           Parties" for  purposes of this  Section  8.1)  against any and all losses,  claims,
           damages,  liabilities  (including  amounts  paid in  settlement  with  the  written
           consent of THRIVENT LIFE) or litigation  (including legal and other  expenses),  to
           which the  Indemnified  Parties may become  subject under any statute,  regulation,
           at common law or otherwise, and which:

           (a) arise out of or are based upon any  failure  by  THRIVENT  LIFE to perform  the
               duties or assume the general  business  responsibilities  of THRIVENT LIFE with
               respect to the design,  drafting,  state  approvals,  issuance,  servicing  and
               administration  of the Contracts,  or the  establishment and maintenance of the
               ACCOUNTS; or

           (b) arise  out of or are  based  upon  any  untrue  statements  or  alleged  untrue
               statements  of any  material  fact  contained  in the  registration  statement,
               prospectus,  or SAI for the  Contracts,  or the  ACCOUNTS,  or contained in the
               Contracts  or  sales   literature  for  the  Contracts  (or  any  amendment  or
               supplement  to any of the  foregoing),  or arise out of or are  based  upon the
               omission or the alleged  omission to state  therein a material fact required to
               be stated therein or necessary to make the statements  therein not  misleading,
               provided that this Agreement to indemnify will not apply as to any  Indemnified
               Party if such  statement or omission or such alleged  statement or omission was
               made in reliance upon and in conformity with  information  furnished in writing
               to  THRIVENT  LIFE by or on  behalf  of the  FUND  for use in the  registration
               statement,  prospectus,  or SAI for the  Contracts  or the  ACCOUNTS  or in the
               Contracts or sales  literature  (or any amendment or  supplement)  or otherwise
               for use in connection with the sale of the Contracts or FUND shares; or

           (c) arise  out of or are based  upon  statements  or  representations  (other  than
               statements  or  representations   contained  in  the  registration   statement,
               prospectus,  SAI,  or sales  literature  of the FUND not  supplied  by THRIVENT
               LIFE,  or persons  under its control) or wrongful  conduct of THRIVENT  LIFE or
               persons  under its control,  or failure to  supervise  persons  under  THRIVENT
               LIFE's control or entities or individuals  with which THRIVENT LIFE  contracts,
               with respect to the sale or distribution of the Contracts or FUND shares; or

           (d) arise out of any untrue  statement  or alleged  untrue  statement of a material
               fact contained in a registration statement,  prospectus, or sales literature of
               the FUND or any  amendment  thereof or  supplement  thereto or the  omission or
               alleged  omission  to state  therein  a  material  fact  required  to be stated
               therein or necessary to make the  statements  therein not  misleading if such a
               statement  or  omission  was made in reliance  upon  information  furnished  in
               writing to the FUND by or on behalf of THRIVENT LIFE; or

           (e) arise out of or  result  from any  failure  by  THRIVENT  LIFE to  provide  the
               services and furnish the materials contemplated by this Agreement; or

           (f) arise out of or result from any material  breach of any  representation  and/or
               warranty  made by  THRIVENT  LIFE in this  Agreement  or arise out of or result
               from any other  material  breach of this Agreement by THRIVENT LIFE, as limited
               by and in accordance with the provisions of Sections 8.1(b). and 8.1(c) hereof.

        2. THRIVENT  LIFE  will  not be  liable  under  this  indemnification  provision  with
           respect to any losses,  claims,  damages,  liabilities  or  litigation  to which an
           Indemnified  Party would be subject by reason of such  Indemnified  Party's willful
           misfeasance,   bad  faith,   or  gross   negligence  in  the  performance  of  such
           Indemnified  Party's  duties  or by  reason of such  Indemnified  Party's  reckless
           disregard of obligations  or duties under this Agreement or to the FUND,  whichever
           is applicable.

        3. THRIVENT  LIFE  will  not be  liable  under  this  indemnification  provision  with
           respect to any claim made  against an  Indemnified  Party  unless such  Indemnified
           Party shall have notified  THRIVENT LIFE in writing within a reasonable  time after
           the summons or other first legal process  giving  information  of the nature of the
           claim  shall  have  been  served  upon  such  Indemnified   Party  (or  after  such
           Indemnified  Party shall have  received  notice of such  service on any  designated
           agent),  but  failure to notify  THRIVENT  LIFE of any such claim will not  relieve
           THRIVENT  LIFE  from  any  liability  that  it may  have to the  Indemnified  Party
           against   whom  such  action  is  brought   otherwise   than  on  account  of  this
           indemnification  provision.  In  case  any  such  action  is  brought  against  the
           Indemnified  Parties,  THRIVENT LIFE shall be entitled to  participate,  at its own
           expense,  in the  defense  thereof.  THRIVENT  LIFE also will be entitled to assume
           the defense  thereof,  with counsel  satisfactory to the party named in the action.
           After  notice  from  THRIVENT  LIFE to such party of  THRIVENT  LIFE's  election to
           assume the defense thereof,  the Indemnified  Party will bear the fees and expenses
           of any additional  counsel  retained by it, and THRIVENT LIFE will not be liable to
           such  party  under  this  Agreement  for any legal or other  expenses  subsequently
           incurred by such party  independently  in connection with the defense thereof other
           than reasonable costs of investigation.

        4. The Indemnified  Party will promptly  notify  THRIVENT LIFE of the  commencement of
           any  litigation  or  proceeding  against it or any of its  respective  officers  or
           directors in connection  with  transactions  that are the subject of this Agreement
           whether or not indemnification is being sought hereunder.

   B.   Indemnification By the FUND

        1. The  FUND  will  indemnify  and  hold  harmless  THRIVENT  LIFE  and  each  of  its
           directors,  officers and employees and each person,  if any, who controls  THRIVENT
           LIFE  within  the  meaning  of  Section  15 of  the  1933  Act  (collectively,  the
           "Indemnified  Parties"  for  purposes  of this  Section  8.2)  against  any and all
           losses,  claims,  damages,  liabilities  (including amounts paid in settlement with
           the written  consent of FUND) or litigation  (including  legal and other  expenses)
           to  which  the   Indemnified   Parties  may  become   subject  under  any  statute,
           regulation, at common law or otherwise, which:

           (a) arise out of or are based upon any  failure  by the FUND to perform  the duties
               or assume the general  business  responsibilities  required  by this  Agreement
               with respect to the sale of shares of the FUND to THRIVENT LIFE; or

           (b) arise  out of or are  based  upon  any  untrue  statements  or  alleged  untrue
               statements of any material fact contained in the sales  literature for the FUND
               and/or the  Contracts,  or arise out of or are based upon the  omission  or the
               alleged  omission  to state  therein  a  material  fact  required  to be stated
               therein or necessary to make the statements  therein not  misleading,  provided
               that this agreement to indemnify will not apply as to any Indemnified  Party if
               such  statement or omission or such  alleged  statement or omission was made in
               reliance upon and in conformity  with  information  furnished in writing to the
               FUND by or on behalf of THRIVENT  LIFE for use in the  registration  statement,
               prospectus,  or SAI for use in the sales  literature  or  otherwise  for use in
               connection with the sale of Portfolio shares; or

           (c) arise  out of or are based  upon  statements  or  representations  (other  than
               statements  or  representations   contained  in  the  registration   statement,
               prospectus,  SAI, or sales  literature of the FUND not supplied by the FUND, or
               persons  under its  control) or wrongful  conduct of the FUND or persons  under
               its  control,  or  failure to  supervise  persons  under the FUND's  control or
               entities or  individuals  with which the FUND  contracts,  with  respect to the
               sale or distribution of the Contracts or FUND shares; or

           (d) arise out of any untrue  statement  or alleged  untrue  statement of a material
               fact contained in a registration statement,  prospectus, or sales literature of
               the FUND or any  amendment  thereof or  supplement  thereto or the  omission or
               alleged  omission  to state  therein  a  material  fact  required  to be stated
               therein or necessary to make the  statements  therein not  misleading if such a
               statement  or  omission  was made in reliance  upon  information  furnished  in
               writing to THRIVENT LIFE by or on behalf of THRIVENT LIFE; or

           (e) arise out of or result  from any  failure by the FUND to provide  the  services
               and furnish the materials contemplated by this Agreement; or

           (f) arise out of or result from any material  breach of any  representation  and/or
               warranty made by the FUND in this  Agreement or arise out of or result from any
               other  material  breach of this  Agreement  by the FUND,  except to the  extent
               provided in Section 8.2(b) and 8.2(c) hereof.

        2. The FUND will not be liable under this  indemnification  provision  with respect to
           any losses,  claims,  damages,  liabilities  or litigation to which an  Indemnified
           Party would be subject by reason of such Indemnified  Party's willful  misfeasance,
           bad faith,  or gross  negligence in the  performance  of such  Indemnified  Party's
           duties or by reason of such Indemnified  Party's reckless  disregard of obligations
           or duties under this Agreement or to the FUND, whichever is applicable.

        3. The FUND will not be liable under this  indemnification  provision  with respect to
           any claim made against an  Indemnified  Party unless such  Indemnified  Party shall
           have  notified the FUND in writing  within a  reasonable  time after the summons or
           other  first  legal  process  giving  information  of the nature of the claim shall
           have been  served  upon such  Indemnified  Party (or after such  Indemnified  Party
           shall have received  notice of such service on any designated  agent),  but failure
           to notify the FUND of any such claim will not relieve  the FUND from any  liability
           that it may have to the  Indemnified  Party  against  whom such  action is  brought
           otherwise  than on  account  of this  indemnification  provision.  In case any such
           action is brought  against the Indemnified  Parties,  the FUND shall be entitled to
           participate,  at its own  expense,  in the defense  thereof.  The FUND also will be
           entitled to assume the defense  thereof,  with  counsel  satisfactory  to the party
           named  in the  action.  After  notice  from the  FUND to such  party of the  FUND's
           election to assume the defense  thereof,  the Indemnified  Party will bear the fees
           and  expenses of any  additional  counsel  retained by it, and the FUND will not be
           liable  to such  party  under  this  Agreement  for any  legal  or  other  expenses
           subsequently  incurred by such party  independently  in connection with the defense
           thereof other than reasonable costs of investigation.

        4. The  Indemnified  Party will promptly  notify the FUND of the  commencement  of any
           litigation  or  proceeding  against  it  or  any  of  its  respective  officers  or
           directors in connection  with  transactions  that are the subject of this Agreement
           whether or not indemnification is being sought hereunder.

9. Term and Termination of this Agreement

   A.   This Agreement will terminate:

        1. as to any party hereto,  at the option of that party,  upon prior written notice to
           the other party as provided in Section 9.3 herein; or

        2. at the option of the FUND in the event that formal  administrative  proceedings are
           instituted  against  THRIVENT  LIFE by the NASD,  the SEC, any state  securities or
           insurance  commissioner  or any other  regulatory  body regarding  THRIVENT  LIFE's
           duties  under  this  Agreement  or  related  to  the  sale  of the  Contracts,  the
           operation  of the  ACCOUNTS,  or the purchase of FUND  shares,  provided,  however,
           that the FUND determines,  in its sole judgment  exercised in good faith,  that any
           such  administrative  proceedings  will have a  material  adverse  effect  upon the
           ability of THRIVENT LIFE to perform its obligations under this Agreement; or

        3. at  the  option  of  THRIVENT   LIFE  in  the  event  that  formal   administrative
           proceedings  are  instituted  against  the FUND by the NASD,  the SEC, or any state
           securities or insurance  commission  or any other  regulatory  body,  regarding the
           FUND's  duties  under this  Agreement  or related to the sale of FUND shares or the
           operation of the FUND,  provided,  however,  that THRIVENT LIFE determines,  in its
           sole judgment  exercised in good faith,  that any such  administrative  proceedings
           will have a material  adverse  effect  upon the  ability of the FUND to perform its
           obligations under this Agreement; or

        4. at the  option of  THRIVENT  LIFE with  respect  to the  ACCOUNTS,  upon  requisite
           authority  to  substitute  the shares of another  investment  company for shares of
           the FUND in accordance  with the terms of the  Contracts or in accordance  with the
           ACCOUNTS investment policy or standards of conduct; or

        5. at the  option of  THRIVENT  LIFE,  in the event any of the  FUND's  shares are not
           registered,  issued,  or sold in accordance with  applicable  federal and any state
           law or such law  precludes  the use of such  shares  as the  underlying  investment
           media of the Contracts issued or to be issued by THRIVENT LIFE; or

        6. at the  option  of  THRIVENT  LIFE,  if the FUND  fails  to meet  the  requirements
           specified in Sections 2.3 or 2.6 hereof; or

        7. at the option of the FUND, if the  investments  of the ACCOUNTS fail to satisfy the
           diversification requirements of the Code and the regulations thereunder, or

        8. at the option of THRIVENT LIFE, if the FUND dissolves or becomes  otherwise  unable
           to sell shares to fund the ACCOUNTS.

   B.   It is  understood  and agreed  that the right of any party  hereto to  terminate  this
        Agreement pursuant to Section 9.1(a) may be exercised for any reason or for no reason.

   C.   Notice Requirement for Termination

        No  termination  of this  Agreement  will be  effective  unless  and  until  the party
        terminating  this  Agreement  gives  prior  written  notice to the other party to this
        Agreement  of its intent to  terminate,  and such notice shall set forth the basis for
        such termination. Furthermore,

        1. in the event that any  termination  is based upon the  provisions of Section 9.1(a)
           hereof,  such  prior  written  notice  shall be given at least one  hundred  eighty
           (180) days in advance of the  effective  date of  termination  as  required by such
           provision;

        2. in the event that any  termination  is based upon the  provisions of Section 9.1(b)
           or  Section  9.1(c)  hereof,  such  prior  written  notice  shall be given at least
           ninety (90) days in advance of the effective date of termination;

        3. in the event that any  termination  is based upon the  provisions of Section 9.1(d)
           hereof,  THRIVENT LIFE will give at least sixty (60) days prior  written  notice to
           the FUND of the date of any proposed  action to substitute  FUND shares,  including
           the filing of any applicable  exemptive  application under the 1940 Act relating to
           the  ACCOUNTS;  and  THRIVENT  LIFE will  provide  the FUND with a copy of any such
           exemptive application; and

        4. in the event that any  termination is based upon the provisions of Section  9.1(e),
           Section  9.1(f),  or Section  9.1(g)  hereof,  such prior  written  notice shall be
           given as soon as  possible  within  twenty-four  (24) hours  after the  terminating
           party learns of the event causing termination to be required.

   D.   Partial Termination

        It is also  understood that this Agreement may be terminated with regard to a specific
        Portfolio  or  Portfolios  of the FUND,  or the entire FUND at the  discretion  of the
        terminating  party.  Notwithstanding  any termination of this Agreement,  the FUND, or
        any Portfolio,  provided its shares are then available for sale to any persons,  shall
        at the option of THRIVENT LIFE,  continue to make available  additional  shares of the
        FUND  pursuant to the terms and  conditions  of this  Agreement,  for all Contracts in
        effect on the effective date of termination  of this Agreement  (hereinafter  referred
        to as  "Existing  Contracts").  Specifically,  without  limitation,  the owners of the
        Existing Contracts shall be permitted to transfer or reallocate  investments under the
        Contracts,  redeem  investments  in the FUND and/or invest in the FUND upon the making
        of additional purchase payments under the Existing Contracts.

10.     Notices

        Any notice will be  sufficiently  given when sent by registered  or certified  mail to
        the other party at the address of such party set forth below or at such other  address
        as such party may from time to time specify in writing to the other party.

        If to THRIVENT LIFE: 625 Fourth Avenue South
                                         Minneapolis, Minnesota  55415
                                         Attention:  Woodrow E. Eno
                                         Secretary, Senior Vice President and General Counsel

        If to the FUND:                  625 Fourth Avenue South
                                         Minneapolis, Minnesota  55415
                                         Attention:  John C. Bjork, Secretary

11.     Miscellaneous

        A. This Agreement will be construed and the provisions  hereof  interpreted  under and
           in accordance with the laws of the State of Minnesota;  provided,  however, that if
           such laws or any of the  provisions  of this  Agreement  conflict  with  applicable
           Provisions of the 1940 Act, the latter shall control.

        B. If any  provision  of this  Agreement  will be  held  or  made  invalid  by a court
           decision,  statute,  rule or otherwise,  the remainder of the Agreement will not be
           effected thereby.

IN WITNESS  WHEREOF,  each of the parties  hereto has caused this  Agreement to be executed in
its  name  and on its  behalf  by its  duly  authorized  representative  and  its  seal  to be
hereunder affixed hereto as of the 15th day of December, 2003.


THRIVENT LIFE INSRUANCE COMPANY                           LB SERIES FUND, INC.


By: /s/ Bruce J. Nicholson                                By: /s/ Pamela J. Moret
    -------------------------------                           -------------------------------
    Bruce J. Nicholson                                        Pamela J. Moret
    President and                                             President
    Chief Executive Officer






                                          EXHIBIT A
                                              TO
                                   PARTICIPATION AGREEMENT
                                (Effective December 15, 2003)


1.      LBVIP Variable Insurance Account

2.      LBVIP Variable Insurance Account II

3.      LBVIP Variable Annuity Account I

EX-99.14 9 a44924.htm PWC CONSENT Consent of Independent Accountants

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Pre-Effective Amendment No. 1 to the registration statement on Form N-14 ("Registration Statement") of the following:

Our report dated February 7, 2003, relating to the financial statements and financial highlights which appears in the December 31, 2002 Annual Report to Shareholders of LB Series Fund, Inc., which was incorporated by reference in Post-Effective Amendment No. 28 to the registration statement on Form N-1A filed on April 30, 2003 which is incorporated by reference into the Registration Statement.
Our report dated February 9, 2004, relating to the financial statements and financial highlights which appears in the December 31, 2003 Annual Report to Shareholders of LB Series Fund, Inc. which is incorporated by reference into the Registration Statement.

We also consent to the references to us under the heading "Financial Highlights" in Appendix B attached to the Registration Statement and under the heading "Financial Highlights" in Appendix C attached to the Registration Statement.

/s/ PricewaterhouseCoopers
Milwaukee, Wisconsin
February 25, 2004

EX-99.16 10 a44706.htm POA Power of Attorney

LB SERIES FUND, INC.

Power of Attorney of Directors and Officers

KNOW ALL PERSONS BY THESE PRESENT, that each of the undersigned directors and/or officers of LB SERIES FUND, INC., a Minnesota corporation, does hereby make, constitute and appoint Brett L. Agnew, Marlene J. Nogle, John C. Bjork, James E. Nelson, and Woodrow E. Eno, and each or any of them, the undersigned's true and lawful attorneys-in-fact, with power of substitution, for the undersigned and in the undersigned's name, place and stead, to sign and affix the undersigned's name as such director and/or officer of such Company to a Registration Statement or Registration Statements, on Form N-1A or other applicable form, and all amendments, including post-effective amendments, thereto, to be filed by such Company with the Securities and Exchange Commission, Washington, D.C., in connection with the registration under the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, of shares of such Company, and to file the same, with all exhibits thereto and other supporting documents, with such Commission, granting unto such attorneys-in-fact, and each of them, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted.

IN WITNESS WHEREOF, each of the undersigned has hereunto set his or her hand this 10th day of February, 2004.

/s/ F. Gregory Campbell                           /s/ Connie M. Levi
______________________________________            ______________________________________
F. Gregory Campbell                               Connie M. Levi
Director                                          Director


/s/ Herbert F. Eggerding. Jr.                     /s/ Edward W. Smeds
______________________________________            ______________________________________
Herbert F. Eggerding, Jr.                         Edward W. Smeds
Director                                          Director


/s/ Noel K. Estenson                              /s/ Pamela J. Moret
______________________________________            ______________________________________
Noel K. Estenson                                  Pamela J. Moret
Director                                          Director and President


/s/ Richard L. Gady                               /s/ Charles D. Gariboldi
______________________________________            ______________________________________
Richard L. Gady                                   Charles D. Gariboldi
Director                                          Treasurer


/s/ Jodi L. Harpstead
______________________________________
Jodi L. Harpstead
Director

EX-99.17 11 n14votingformog.htm VOTING INSTRUCTION FORM Voting Instruction Form

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

Your Proxy Vote is important!

And now you can Vote your Proxy on the PHONE or the INTERNET.

It saves Money! Telephone and Internet voting saves postage costs - savings which can help minimize expenses.

It saves Time! Telephone and Internet voting is instantaneous - 24 hours a day.

It's Easy! Just follow these simple steps:

Read your proxy statement and have it at hand.
Call toll-free 1-866-235-4258 or go to website: https://vote.proxy-direct.com
Follow the recorded directions or on-screen directions.
Do not mail your Proxy Card when you vote by phone or Internet.

Please detach at perforation before mailing.

VOTING INSTRUCTION FORM
Opportunity Growth Portfolio
a series of LB SERIES FUND, INC.
625 Fourth Avenue South
Minneapolis, Minnesota 55415
Special Meeting of Shareholders to be Held on April 7, 2004

The undersigned hereby appoints John O. Gilbert, Pamela J. Moret, Karl D. Anderson, Brett L. Agnew, John C. Bjork, James E. Nelson, or Marlene J. Nogle or any of them, true and lawful proxies, with power of substitution, to represent and vote all shares which the undersigned is entitled to vote at the Special Meeting of Shareholders to be held at 625 Fourth Avenue South, Minneapolis, Minnesota 55415 at 8:00 a.m. Central Time on April 7, 2004, or at any adjournments thereof, on the matters set forth and described in the accompanying Notice of Special Meeting and Proxy Statement. Receipt of the Notice of Special Meeting and Proxy Statement is hereby acknowledged. The Board of Directors recommends a vote "For" each proposal.

Discretionary authority is hereby conferred as to all other matters as may properly come before the meeting.

                                      VOTE VIA THE INTERNET:  https://vote.proxy-direct.com
                                      VOTE VIA THE TELEPHONE:  1-866-235-4258

                                      ----------------------------------------------------------
                                      Control Number:  999 9999 9999 999
                                      ----------------------------------------------------------

                                      Note:  Please sign exactly as your name appears
                                      hereon.  If shares are held jointly, either holder may
                                      sign.  Corporate proxies should be signed by an
                                      authorized officer.


                                      ---------------------------------------------------------------------
                                      Signature


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                                      Signature of joint owner, if any


                                      ---------------------------------------------------------------------
                                      Date

This voting instruction form is solicited on behalf of the Board of Directors of LB Series Fund, Inc. You must mark the box "abstain" if you wish to abstain. Abstentions have the same effect as votes cast AGAINST the proposal. If no choice is indicated, this proxy will be voted affirmatively on these matters. When this voting instruction form is properly executed, the shares represented hereby will be voted in accordance with the choices made on this form. If no choice is indicated on this form, the voting instruction will be deemed to be affirmative on these matters. The Board of Directors recommends a vote FOR the proposal.

To vote, mark blocks below in blue or black ink as follows: Example: [X]

                                                               FOR        AGAINST       ABSTAIN
1.          To approve a proposed Plan of Reorganization       [  ]       [  ]          [  ]
            that provides that (a) all of the assets of the
            Opportunity Growth Portfolio will be transferred
            to the Mid Cap Growth Portfolio in exchange for
            the Mid Cap Growth Portfolio's shares of equal
            dollar value; (b) the stated accrued and unpaid
            liabilities of the Opportunity Growth Portfolio
            will be assumed by the Mid Cap Growth Portfolio;
            (c) the Opportunity Growth Portfolio will
            distribute pro rata to its shareholders, in
            complete liquidation, the shares of the Mid Cap
            Growth Portfolio received in exchange for its
            net assets; and (d) the Opportunity Growth
            Portfolio will cease to exist.

Every shareholder's vote is important! Please sign, date and return your voting instruction form today!

-----END PRIVACY-ENHANCED MESSAGE-----

AMENDMENT NO. 1 TO INVESTMENT ADVISORY AGREEMENT

(LB Series Fund, Inc.)

SCHEDULE I (effective February 11, 2004)

AMENDMENT NO. 1 TO ACCOUNTING SERVICES AGREEMENT

SCHEDULE B

CONSENT OF INDEPENDENT ACCOUNTANTS

LB SERIES FUND, INC. Power of Attorney of Directors and Officers

VOTING INSTRUCTION FORM Opportunity Growth Portfolio a series of LB SERIES FUND, INC. 625 Fourth Avenue South Minneapolis, Minnesota 55415 Special Meeting of Shareholders to be Held on April 7, 2004

AMENDMENT NO. 1
TO INVESTMENT ADVISORY AGREEMENT

SCHEDULE I
(effective February 11, 2004)

AMENDMENT NO. 1
TO ACCOUNTING SERVICES AGREEMENT

LB SERIES FUND, INC.

Power of Attorney of Directors and Officers

VOTING INSTRUCTION FORM
Opportunity Growth Portfolio
a series of LB SERIES FUND, INC.
625 Fourth Avenue South
Minneapolis, Minnesota 55415
Special Meeting of Shareholders to be Held on April 7, 2004