Correspondence 0001193125-24-117241 from THRIVENT SERIES FUND INC (CIK 0000790166)
THRIVENT SERIES FUND INC (CIK 0000790166)
Date: April 26, 2024 · CIK: 0000790166 · Accession: 0001193125-24-117241
AI Filing Summary & Sentiment
File numbers found in text: 333-278297, 333-278298, 333-278299, 333-278300
Letter
Via EDGAR Securities and Exchange Commission Division of Investment Management RE: Thrivent Mutual Funds Registration Statements on Form N-14 Securities Act File Nos. 333-278297, 333-278298 Thrivent Series Fund, Inc. Registration Statements on Form N-14 Securities Act File Nos. 333-278299, 333-278300
Dear Ms. Hahn and Mr. Long:
Thank you for taking time on April 24, 2024, to provide your comments on the registration statements on Form N-14 (each, a “Registration Statement” and collectively, the “Registration Statements”) relating to the proposed reorganizations (each, a “Reorganization” and collectively, the “Reorganizations”) as set out in the table below, which were filed with the Securities and Exchange Commission on March 28, 2024.
Registrant
File No.
Acquiring Fund/Portfolio
Target Fund/Portfolio
Thrivent Mutual Funds
333-278297
Thrivent Global Stock Fund
Thrivent Low Volatility Equity Fund
333-278298
Thrivent Opportunity Income Plus Fund
Thrivent Multidimensional Income Fund
Thrivent Series Fund, Inc.
333-278299
Thrivent Global Stock Portfolio
Thrivent Low Volatility Equity Portfolio
333-278300
Thrivent Opportunity Income Plus Portfolio
Thrivent Multidimensional Income Portfolio
The Staff’s comments, together with the Registrant’s responses thereto, are set forth below. Unless otherwise specified, the comments and responses apply to each of the Registration Statements. Capitalized terms not defined in this letter have the same meaning as in the Registration Statement.
1. Comment: Provide disclosure on the percentage of the Target Fund/Portfolio’s assets that will be repositioned in connection with the Reorganization. If material, disclose who will bear the costs.
Response: Disclosure relating to the percentage of Target Fund/Portfolio’s net assets that the Adviser anticipates selling is included in the “Additional Information About the Reorganization – General” and “Additional Information About the Reorganization – Material Federal Income Tax Consequences of the Reorganization” sections of the Prospectus/Proxy Statement. Disclosure relating to the costs of repositioning assets is included in the “Questions and Answers” section and the following sections of the Prospectus/Proxy Statement: “Overview of the Reorganization – Background and Reasons for the Reorganization” and “Additional Information About the Reorganization – Expenses of the Reorganization”.
2. Comment: In the “Comparison of the Funds/Portfolios” section, compare the risk-return profile of the Target Fund/Portfolio to that of the Acquiring Fund/Portfolio and highlight material differences in the strategies of the Funds/Portfolios as required by Form N-14 Item 3.
Response: The requested disclosure has been added to the Target Fund/Portfolio’s Prospectus/Proxy Statement.
3. Comment: In the “Comparison of the Funds—Principal Risks” section, clarify in the paragraph preceding the table of principal risks that the level of risk applicable to each Fund/Portfolio should not be determined based on the table alone.
Response: The requested disclosure has been added to the Target Fund/Portfolio’s Prospectus/Proxy Statement.
4. Comment: In the “Additional Information About the Reorganization – Reasons for the Proposed Reorganization” section, disclose whether the board considered factors that weighed against the proposed Reorganization.
Response: The requested disclosure is included in the “Additional Information About the Reorganization – Reason for the Proposed Reorganization” section.
5. Comment: Revise the “Voting and Meeting Information – Abstentions and Broker Non-Votes” disclosure since broker non-votes are not applicable to the proposal being submitted to a vote by shareholders.
Response: The requested disclosure has been added to the Target Fund/Portfolio’s Prospectus/Proxy Statement.
6. Comment: Confirm supplementally that the Target Fund/Portfolio’s repositioning of assets are transactions made in the ordinary course of the Reorganization and not “forced sales” that would require disclosure of supplemental financial information under Rule 6-11 of Regulation S-X.
Response: The Registrants confirm that the repositioning of assets are transactions in the ordinary course of the Reorganization and would not be deemed “forced sales” under Rule 6-11 of Regulation S-X.
7. Comment: To the extent repositioning the Target Fund/Portfolio’s assets may result in capital gains, include such disclosure in response to the question “Will I have to pay any U.S. federal income taxes as a result of the Reorganization?” in the “Questions and Answers” section.
Response: The requested disclosure has been added where applicable.
If you have any additional comments or questions, please feel free to contact me.
Sincerely,
/s/ John D. Jackson
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CORRESP 1 filename1.htm SEC Correspondence 901 Marquette Avenue, Suite 2500 Minneapolis, MN 55402-3211 800.847.4836 ● thrivent.com April 26, 2024 Via EDGAR Securities and Exchange Commission Division of Investment Management 100 F Street NE Washington, DC 20549 Attn: Jaea Hahn and Jeff Long RE: Thrivent Mutual Funds Registration Statements on Form N-14 Securities Act File Nos. 333-278297, 333-278298 Thrivent Series Fund, Inc. Registration Statements on Form N-14 Securities Act File Nos. 333-278299, 333-278300 Dear Ms. Hahn and Mr. Long: Thank you for taking time on April 24, 2024, to provide your comments on the registration statements on Form N-14 (each, a “Registration Statement” and collectively, the “Registration Statements”) relating to the proposed reorganizations (each, a “Reorganization” and collectively, the “Reorganizations”) as set out in the table below, which were filed with the Securities and Exchange Commission on March 28, 2024. Registrant File No. Acquiring Fund/Portfolio Target Fund/Portfolio Thrivent Mutual Funds 333-278297 Thrivent Global Stock Fund Thrivent Low Volatility Equity Fund 333-278298 Thrivent Opportunity Income Plus Fund Thrivent Multidimensional Income Fund Thrivent Series Fund, Inc. 333-278299 Thrivent Global Stock Portfolio Thrivent Low Volatility Equity Portfolio 333-278300 Thrivent Opportunity Income Plus Portfolio Thrivent Multidimensional Income Portfolio The Staff’s comments, together with the Registrant’s responses thereto, are set forth below. Unless otherwise specified, the comments and responses apply to each of the Registration Statements. Capitalized terms not defined in this letter have the same meaning as in the Registration Statement. 1. Comment: Provide disclosure on the percentage of the Target Fund/Portfolio’s assets that will be repositioned in connection with the Reorganization. If material, disclose who will bear the costs. Response: Disclosure relating to the percentage of Target Fund/Portfolio’s net assets that the Adviser anticipates selling is included in the “Additional Information About the Reorganization – General” and “Additional Information About the Reorganization – Material Federal Income Tax Consequences of the Reorganization” sections of the Prospectus/Proxy Statement. Disclosure relating to the costs of repositioning assets is included in the “Questions and Answers” section and the following sections of the Prospectus/Proxy Statement: “Overview of the Reorganization – Background and Reasons for the Reorganization” and “Additional Information About the Reorganization – Expenses of the Reorganization”. 2. Comment: In the “Comparison of the Funds/Portfolios” section, compare the risk-return profile of the Target Fund/Portfolio to that of the Acquiring Fund/Portfolio and highlight material differences in the strategies of the Funds/Portfolios as required by Form N-14 Item 3. Response: The requested disclosure has been added to the Target Fund/Portfolio’s Prospectus/Proxy Statement. 3. Comment: In the “Comparison of the Funds—Principal Risks” section, clarify in the paragraph preceding the table of principal risks that the level of risk applicable to each Fund/Portfolio should not be determined based on the table alone. Response: The requested disclosure has been added to the Target Fund/Portfolio’s Prospectus/Proxy Statement. 4. Comment: In the “Additional Information About the Reorganization – Reasons for the Proposed Reorganization” section, disclose whether the board considered factors that weighed against the proposed Reorganization. Response: The requested disclosure is included in the “Additional Information About the Reorganization – Reason for the Proposed Reorganization” section. 5. Comment: Revise the “Voting and Meeting Information – Abstentions and Broker Non-Votes” disclosure since broker non-votes are not applicable to the proposal being submitted to a vote by shareholders. Response: The requested disclosure has been added to the Target Fund/Portfolio’s Prospectus/Proxy Statement. 6. Comment: Confirm supplementally that the Target Fund/Portfolio’s repositioning of assets are transactions made in the ordinary course of the Reorganization and not “forced sales” that would require disclosure of supplemental financial information under Rule 6-11 of Regulation S-X. Response: The Registrants confirm that the repositioning of assets are transactions in the ordinary course of the Reorganization and would not be deemed “forced sales” under Rule 6-11 of Regulation S-X. 7. Comment: To the extent repositioning the Target Fund/Portfolio’s assets may result in capital gains, include such disclosure in response to the question “Will I have to pay any U.S. federal income taxes as a result of the Reorganization?” in the “Questions and Answers” section. Response: The requested disclosure has been added where applicable. If you have any additional comments or questions, please feel free to contact me. Sincerely, /s/ John D. Jackson John D. Jackson Senior Counsel – Thrivent Secretary & Chief Legal Officer – Thrivent Mutual Funds, Thrivent Series Fund, Inc. 2