Thrivent Series Fund Inc.

12/08/2024 | Press release | Distributed by Public on 12/08/2024 14:01

Post Effective Amendment to Registration Statement Form POS EX

Thrivent Series Fund
As filed with the Securities and Exchange Commission on August 12, 2024
1933 Act Registration No. 333-278300SECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. ___
☐ 
Post-Effective Amendment No. 1
☒ 
(Check appropriate box or boxes)
Thrivent Series Fund, Inc.(Exact Name of Registrant as Specified in Charter)
901 Marquette Avenue, Suite 2500
Minneapolis, Minnesota 55402-3211(Address of Principal Executive Offices)
(612) 844-7190(Registrant's Telephone Number, including Area Code)
John D. Jackson
Secretary and Chief Legal Officer
Thrivent Series Fund, Inc.
901 Marquette Avenue, Suite 2500
Minneapolis, Minnesota 55402-3211(Name and Address of Agent for Service)
It is proposed that this filing will become effective immediately pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the "Securities Act").
Explanatory Note: This Post-Effective Amendment No. 1 to the Thrivent Series Fund, Inc. Registration Statement on Form N-14 hereby incorporates by reference such Registration Statement, in the form filed on May 9, 2024 pursuant to Rule 497 of the Securities Act. This Post-Effective Amendment No. 1 is being filed for the purpose of adding the executed Agreement and Plan of Reorganization and the executed opinion of counsel as to tax matters and consequences to shareholders related to the reorganization of Thrivent Multidimensional Income Portfolio into Thrivent Opportunity Income Plus Portfolio.
Thrivent Series Fund, Inc.
PART C: OTHER INFORMATION
Item 15.
Indemnification
Section 4.01 of Registrant's First Amended and Restated Bylaws, filed as an Exhibit to this Registration Statement, contains provisions requiring the indemnification by Registrant of its directors, officers and certain others under certain conditions. If so required, Registrant shall indemnify its trustees, officers or employees for such expenses whether or not there is an adjudication of liability, if, pursuant to Investment Company Act Release 11330, a determination is made that such person is entitled to indemnification by: (i) final decision of the court before which the proceeding was brought; or (ii) in the absence of such a decision, a reasonable determination, based on factual review, that the person is entitled to indemnification is made by: (a) a majority vote of disinterested, independent trustees; or (b) independent legal counsel in a written opinion.
Advancement of expenses incurred in defending such actions may be made pursuant to Release 11330, provided that the person undertakes to repay the advance unless it is ultimately determined that such person is entitled to indemnification and one or more of the following conditions is met: (1) the person provides security for the undertaking; (2) Registrant is insured against losses arising by reason of any lawful advances; or (3) a majority of disinterested non-party trustees or independent legal counsel in a written opinion determines, based on review of readily available facts, that there is reason to believe the person ultimately will be found entitled to indemnification.
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
1.1
1.2
1.3
1.4
1.5
2
3
Not Applicable.
4
Agreement and Plan of Reorganization, filed herewith.
5
Not Applicable.
6.1
6.2
6.3
6.4
6.5
6.6
6.7
6.8
6.9
6.10
6.11
6.12
6.13
6.14
6.15
6.16
6.17
6.18
6.19
6.20
6.21
6.22
6.23
6.24
7.1
7.2
7.3
7.4
7.5
8
Not Applicable.
9.1
9.2
9.3
9.4
10
Not Applicable.
11
12
Opinion of counsel as to tax matters and consequences to shareholders, filed herewith.
13.1
13.2
13.3
13.4
13.5
13.6
13.7
13.8
13.9
13.10
13.11
13.12
13.13
13.14
13.15
13.16
13.17
13.18
13.19
13.20
13.21
13.22
13.23
13.24
13.25
13.26
13.27
13.28
13.29
13.30
13.31
13.32
13.33
13.34
14
15
Not Applicable.
16
17
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 [17 CFR 230.145c], the reoffering prospectus will contain the information called for by the applicable registration form for the 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.
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 State of Minnesota, on the 12th day of August 2024.
Thrivent Series Fund, Inc.
/s/ John D. Jackson
John D. Jackson
Secretary and Chief Legal Officer
As required by the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on the 12th day of August 2024.
Signature
Title
/s/ Michael W. Kremenak
Michael W. Kremenak
Director and President (Principal Executive Officer)
/s/ Sarah L. Bergstrom
Sarah L. Bergstrom
Treasurer (Principal Financial and Accounting Officer)
*
Janice B. Case
Director
*
Robert J. Chersi
Director
*
Arleas Upton Kea
Director
*
Paul R. Laubscher
Director
*
Robert J. Manilla
Director
*
James A. Nussle
Director
*
David S. Royal
Director
*
James W. Runcie
Director
*
Constance L. Souders
Director
*
John D. Jackson, by signing his name hereto, does hereby sign this document on behalf of each of the above-named Directors of Thrivent Series Fund, Inc. pursuant to the powers of attorney duly executed by such persons.
Dated: August 12, 2024
/s/ John D. Jackson
John D. Jackson
Attorney-in-Fact