03/28/2024 | Press release | Distributed by Public on 03/28/2024 07:19
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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Pre-Effective Amendment No. ___
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☐
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Post-Effective Amendment No. ___
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☐
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(Check appropriate box or boxes)
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Michael W. Kremenak
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President
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Your vote is important.
No matter how many shares you own and regardless of whether you plan to
attend the Meeting, please promptly return your proxy card or voting
instruction card, or record your voting instructions by Internet or phone, to
avoid the additional expense of further solicitation.
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John D. Jackson
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Secretary and Chief Legal Officer
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Thrivent Series Fund, Inc.
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Page
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Overview of the Reorganization
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17
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Board Approval of the Reorganization
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17
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Background and Reasons for the Reorganization
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18
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Contingency Plan
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19
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Comparison of the Portfolios
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20
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Investment Objective and Principal Strategies
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20
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Principal Risks
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22
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Fees and Expenses
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30
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Capitalization
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32
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Performance Information
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33
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Management of the Portfolios
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36
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Additional Information About the Reorganization
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39
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General
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39
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Terms of the Reorganization Agreement
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40
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Reasons for the Proposed Reorganization
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41
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Material Federal Income Tax Consequences of the Reorganization
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42
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Expenses of the Reorganization
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46
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Additional Information About the Portfolios
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47
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Governing Law
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47
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Payments to Broker-Dealers and Other Financial Intermediaries
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47
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The Separate Accounts
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47
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Redeeming Portfolio shares
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48
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Pricing of Portfolio Shares
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49
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Frequent Trading Policies
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50
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Distributions
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50
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Outstanding Shares and Principal Shareholders
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50
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Financial Highlights
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51
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Voting and Meeting Information
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52
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Record Date
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52
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Quorum
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52
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Required Vote
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52
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Voting
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53
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Revocation of Voting Instructions
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54
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Abstentions and Broker Non-Votes
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54
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Solicitation of Voting Instructions
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54
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Other Matters to Come Before the Meeting
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55
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Possible Adjournment
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55
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Annual or Special Meetings of Shareholders
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55
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Appendix A-Form of Agreement and Plan of Reorganization
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57
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Investment Objective
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Target Portfolio
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Acquiring Portfolio
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The Portfolio seeks a high level of
current income and, secondarily,
growth of capital. The Portfolio's
investment objectives may be
changed without shareholder
approval.
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The Portfolio seeks a combination of
current income and long-term capital
appreciation.
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Principal Strategies
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Target Portfolio
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Acquiring Portfolio
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The Portfolio seeks to achieve its
investment objectives by allocating
assets across multiple income and
growth producing asset classes and
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Under normal circumstances, the
Portfolio primarily invests in a broad
range of debt securities.
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Principal Strategies
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Target Portfolio
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Acquiring Portfolio
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strategies. Debt securities in which
the Portfolio invests include high yield,
high risk bonds, notes, debentures
and other debt obligations commonly
known as "junk bonds." At the time of
purchase, these high-yield securities
are rated below BBB- by S&P, or Baa3
by Moody's, or unrated but
considered to be of comparable
quality by the Adviser. The Portfolio
will also implement its investment
strategy by investing in convertible
bonds and U.S. dollar denominated
emerging markets sovereign debt.
The Portfolio also plans to invest in
income-producing equity securities
such as preferred stock, shares of
closed-end funds ("CEFs"), and
exchange-traded funds ("ETFs").
CEFs and ETFs are investment
companies that trade on a stock
exchange and may trade at a
premium or a discount to their net
asset value. The Portfolio may also
pursue its investment strategy by
investing in other mutual funds
including funds managed by the
Adviser or an affiliate and unaffiliated
funds.
The Portfolio may invest in other
securities such as investment-grade
corporate bonds, asset-backed
securities, and mortgage-backed
securities. The Portfolio utilizes
derivatives primarily in the form of
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The debt securities in which the
Portfolio invests may be of any
maturity or credit quality, including
high yield, high risk bonds, notes,
debentures and other debt obligations
commonly known as "junk bonds." At
the time of purchase, these high-yield
securities are rated below BBB- by
S&P, or Baa3 by Moody's, or unrated
but considered to be of comparable
quality by the Adviser. The Portfolio
may also invest in investment-grade
corporate bonds, asset-backed
securities, mortgage-backed
securities (including commercially
backed ones), sovereign and
emerging market debt (both U.S.
dollar and non-U.S. dollar
denominated), preferred stock, and
other types of securities.
The Portfolio utilizes derivatives
primarily in the form of U.S. Treasury
futures contracts in order to manage
the Portfolio's duration, or interest rate
risk. The Portfolio may enter into
derivatives contracts traded on
exchanges or in the over the counter
market.
The Portfolio may invest in foreign
securities, including those of issuers
in emerging markets. An "emerging
market" country is any country
determined by the Adviser to have an
emerging market economy,
considering factors such as the
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Principal Strategies
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Target Portfolio
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Acquiring Portfolio
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U.S. Treasury futures contracts in
order to manage the Portfolio's
duration, or interest rate risk. The
Portfolio may enter into derivatives
contracts traded on exchanges or in
the over the counter market.
The Adviser uses fundamental and
other investment research techniques
to determine what to buy and sell.
Fundamental techniques assess a
security's value based on an issuer's
financial profile, management, and
business prospects.
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country's credit rating, its political and
economic stability and the
development of its financial and
capital markets.
The Portfolio may also pursue its
investment strategy by investing in
mutual funds managed by the Adviser
or an affiliate.
The Adviser uses fundamental and
other investment research techniques
to determine what to buy and sell.
Fundamental techniques assess a
security's value based on an issuer's
financial profile, management, and
business prospects.
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Risk
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Target
Portfolio
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Acquiring
Portfolio
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Allocation Risk
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X
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Closed-End Fund Risk
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X
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Conflicts of Interest Risk
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X
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X
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Convertible Securities Risk
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X
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Credit Risk
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X
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X
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Derivatives Risk
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X
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X
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Emerging Markets Risk
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X
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X
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ETF Risk
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X
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Foreign Securities Risk
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X
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X
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Government Securities Risk
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X
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High Yield Risk
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X
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X
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Interest Rate Risk
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X
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X
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Investment Adviser Risk
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X
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X
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Issuer Risk
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X
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X
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Liquidity Risk
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X
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X
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Market Risk
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X
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X
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Mortgage-Backed and Other Asset-Backed Securities
Risk
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X
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X
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Other Funds Risk
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X
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X
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Preferred Securities Risk
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X
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Prepayment Risk
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X
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Sovereign Debt Risk
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X
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X
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Shareholder Fees (fees directly paid from your investment)
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Actual
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Pro Forma
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Target
Portfolio
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Acquiring
Portfolio
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Acquiring
Portfolio
(assuming
merger with
Target
Portfolio)
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Maximum Sales Charge (load)
Imposed on Purchases (as a % of
offering price)
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N/A
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N/A
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N/A
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Maximum Deferred Sales Charge
(load) (as a % of the net asset value)
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N/A
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N/A
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N/A
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Annual Portfolio Operating Expenses (expenses that you pay each year
as a percentage of the value of your investment)
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Actual
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Pro Forma
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Target
Portfolio
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Acquiring
Portfolio
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Acquiring
Portfolio
(assuming
merger with
Target
Portfolio)
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Management Fees
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0.55%
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0.50%
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0.50%
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Other Expenses
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0.38%
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0.17%
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0.13%
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Acquired Fund Fees and Expenses
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0.19%
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0.03%
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0.03%
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Total Annual Portfolio Operating
Expenses
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1.12%
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0.70%
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0.66%
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Less Fee Waivers and/or Expense
Reimbursements(1)
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0.14%
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None
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None
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Total Annual Portfolio Operating
Expenses After Fee Waivers and/or
Expense Reimbursements
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0.98%
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0.70%
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0.66%
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Actual
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Pro Forma
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Target
Portfolio
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Acquiring
Portfolio
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Acquiring
Portfolio
(assuming
merger with
the Target
Portfolio)
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One Year
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$100
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$72
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$67
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Three Years
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$342
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$224
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$211
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Five Years
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$603
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$390
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$368
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Ten Years
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$1,351
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$871
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$822
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Actual
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Pro Forma
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Target
Portfolio
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Acquiring
Portfolio
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Acquiring
Portfolio
(assuming
merger with
the Target
Portfolio)
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Net Assets
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$47,032,214
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$161,254,095
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$208,286,309
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Net Asset Value Per Share
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$9.51
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$8.89
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$8.89
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Shares Outstanding
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4,946,593
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18,142,420
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23,433,955
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Target Portfolio
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1 Year
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5 Years
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Since
Inception
4/28/2017
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Portfolio (before taxes)
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8.37%
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3.88%
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2.58%
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Bloomberg U.S. Corporate High Yield Bond
Index (reflects no deduction for fees,
expenses or taxes)
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13.45%
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5.37%
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4.20%
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Bloomberg Emerging Markets USD
Sovereign Index (reflects no deduction for
fees, expenses or taxes)
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10.96%
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1.30%
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0.86%
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S&P U.S. Preferred Stock Total Return Index
(reflects no deduction for fees, expenses or
taxes)
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12.02%
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4.23%
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2.85%
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Acquiring Portfolio
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1 Year
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5 Years
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10 Years
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Portfolio (before taxes)
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8.94%
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2.37%
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2.51%
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Bloomberg U.S. Mortgage-Backed Securities
Index
(reflects no deduction for fees, expenses or
taxes)
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5.05%
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0.25%
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1.38%
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Bloomberg U.S. High Yield Ba/B 2% Issuer
Capped Index
(reflects no deduction for fees, expenses or
taxes)
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12.56%
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5.49%
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4.64%
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Shareholder
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Shares
Outstanding
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Approximate
Percentage
of Ownership
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Thrivent Financial for Lutherans
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[ ]
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[ ]
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[ ]
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[ ]
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[ ]
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Shareholder
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Shares
Outstanding
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Approximate
Percentage
of Ownership
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Thrivent Financial for Lutherans
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[ ]
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[ ]
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[ ]
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[ ]
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[ ]
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Page
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Proposed Reorganization
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3
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Additional Information About the Portfolios
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3
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Supplemental Financial Information
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3
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Appendix A - Schedule of Surrender Charges
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4
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Contract Year:
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1
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2
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3
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4
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5
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6
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7
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Surrender Charge:
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7%
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7%
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6%
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5%
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4%
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3%
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2%
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Contract Year:
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1
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2
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3
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4
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5
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6
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7
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Surrender Charge:
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7%
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6%
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5%
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4%
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3%
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2%
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1%
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Contract Year:
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1
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2
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3
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Surrender Charge:
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2%
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1%
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1%
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Contract Year:
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1
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2
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3
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4
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5
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6
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7
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Surrender Charge:
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7%
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6%
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5%
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4%
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3%
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2%
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1%
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Contract Year:
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1
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2
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3
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4
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5
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6
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Surrender Charge:
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6%
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5%
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4%
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3%
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2%
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1%
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Contract Year:
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1
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2
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3
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4
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5
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6
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Surrender Charge:
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6%
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5%
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4%
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3%
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2%
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1%
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1.1
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1.2
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1.3
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1.4
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1.5
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2
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3
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Not Applicable.
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4
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Form of Agreement and Plan of Reorganization, filed herewith.
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5
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Not Applicable.
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6.1
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6.2
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6.3
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6.4
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6.5
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6.6
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6.7
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6.8
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6.9
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6.10
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6.11
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6.12
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6.13
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6.14
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6.15
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6.16
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6.17
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6.18
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6.19
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6.20
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6.21
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6.22
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6.23
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6.24
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Amendment No. 23 to Investment Advisory Agreement between the Registrant and Thrivent, filed herewith.
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7.1
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7.2
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7.3
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7.4
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7.5
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8
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Not Applicable.
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9.1
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9.2
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9.3
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9.4
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10
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Not Applicable.
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11
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Opinion and Consent of Counsel, filed herewith.
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12
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Opinion of counsel as to tax matters and consequences to shareholders, to be filed by a post-effective
amendment.
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13.1
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13.2
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Expense Reimbursement Letter Agreement effective January 1, 2024, filed herewith.
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13.3
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Expense Reimbursement Letter Agreement effective April 30, 2024, filed herewith.
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13.4
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13.5
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Amendment No. 1 to Participation Agreement, filed herewith.
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13.6
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13.7
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13.8
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13.9
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13.10
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13.11
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13.12
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13.13
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13.14
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13.15
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13.16
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13.17
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13.18
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13.19
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13.20
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Amendment No. 13 to Administrative Services Agreement, filed herewith .
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13.21
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13.22
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13.23
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13.24
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13.25
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13.26
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13.27
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13.28
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13.29
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13.30
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13.31
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13.32
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13.33
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13.34
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14
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Consent of Independent Registered Public Accounting Firm, filed herewith.
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15
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Not Applicable.
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16
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17
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Forms of Proxy Card, filed herewith.
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Thrivent Series Fund, Inc.
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/s/ John D. Jackson
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John D. Jackson
Secretary and Chief Legal Officer
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Signature
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Title
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/s/ Michael W. Kremenak
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Michael W. Kremenak
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Director and President (Principal Executive Officer)
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/s/ Sarah L. Bergstrom
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Sarah L. Bergstrom
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Treasurer (Principal Financial and Accounting Officer)
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*
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Janice B. Case
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Director
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*
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Robert J. Chersi
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Director
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*
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Arleas Upton Kea
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Director
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*
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Paul R. Laubscher
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Director
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*
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Robert J. Manilla
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Director
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*
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James A. Nussle
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Director
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*
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David S. Royal
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Director
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*
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James W. Runcie
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Director
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*
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Constance L. Souders
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Director
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Dated: March 28, 2024
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/s/ John D. Jackson
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John D. Jackson
Attorney-in-Fact
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